Wrath Of The Horde
by R. Joseph Polito
Summary: Eternia's darkest hour begins as Hordak and the Evil Horde escape from Despondos and begin their conquest. When both He Man and Skeletor are defeated can anything stop them? Rated T for action violence
1. Prologue

**Author's note: **This story is set in the 200X relaunch continuity and therefore follows a different storyline than my other MOTU stories. It picks up some time after the events in the last episode "Awaken the Serpent".

He-Man and the Masters of the Universe are the property of Mattel. This story and the original characters therein are the property of the author

* * *

**WRATH OF THE HORDE**

**Prologue**

Thenur was a small village that sat hidden away within the Mystic Mountains. It was so small and secluded that much of Eternia remained completely oblivious to its very existence. Anyone passing near it would be on their way to either the kingdom of Andrenos or Avion, and would be unlikely to sidetrack close enough to investigate.

The Thenurians lived a simple peaceful life, relatively unaffected by the constant state of war that plagued the outside world. As such they were a kind hearted and trusting race that welcomed the rare outsider with no suspicion at all.

Galen Nycroft had been such a traveler. He had stumbled upon the small village while wandering Eternia in search of a home. It was a difficult search for most were instantly repulsed by his hideous appearance.

Galen suffered from a rare, but highly deadly, disease known as the Judgarian plague. The infection spread throughout his body slowly rotting away his flesh and organs. His skin had turned a sickly color and was flaking off in patches. In truth he should have long since been dead, but Galen was possessed of a highly advanced scientific intellect. Over the years he had replaced his failing body with cybernetic enhancements. Visually one could easily spot his mechanical eye and right arm. Internally he had almost none of his natural organs left.

Fear of the plague caused Galen to be cast out of many villages, however the Thenurians had taken him in without hesitation. His scientific brilliance had soon caught the attention of the Thenurian inventor Gwildor. Gwildor saw in Galen the perfect man to help him achieve his scientific dreams. Galen too saw great opportunity, but of a different nature.

"There", Gwildor said tightening one last bolt and wiping the nervous sweat off his brow. "That should do it."

"At last," Galen laughed. "After all this time, finally my greatest work is accomplished!"

Gwildor cocked his head in a curious way. "Don't you mean our work?"

Galen placed a cold metallic hand on Gwildor's shoulder. The small Thenurian did his best not to recoil at the touch. It made him uncomfortable, but he did not wish to offend Galen. The man had been through more than enough of that in his unpleasant life.

"Don't be so jealous Gwildor," Galen said softly. "I just got caught up in the moment. I could not have achieved this victory without your help, and I haven't forgotten that."

"Well it may be too soon to call it a victory," Gwildor said. "We still have to test this."

Galen nodded. "Yes and we must test it on a living being so we can be sure it is completely safe."

Gwildor cringed. "What living being did you have in mind? You know how I feel about testing on animals."

"Well I would volunteer myself, but with my condition the results might not be reliable enough for us to judge by. However, I caught a rather large rat stealing food from the pantry yesterday. I hadn't disposed of it yet. If something goes wrong, well a pesky vermin is no loss."

Galen quickly went into the next room and returned carrying a small cage. The rat inside was a rather large and ugly specimen. Judging from its round body it had been stealing from the pantry for quite some time before Galen had caught it. Galen handed the cage to Gwildor to hold and began programming the device they had just completed.

"I've set the coordinates for the Eye of Zahr-Kain," he said. "It's close enough that it won't take long to get to on foot, but far enough away to truly test the key's range."

With that Galen activated the device. Instantly a large swirling vortex opened in front of them. Gwildor stepped forward to toss the rat cage through but hesitated. Finally he turned back to Galen and shook his head.

"I can't do it."

"For the love of the ancients Gwildor!" Galen moaned. "It's just a filthy rat. You hate rats!"

"Even so," Gwildor said. "It's still an innocent creature. I have no right to make it do something I wouldn't do myself."

Suddenly Galen's face took on an expression of anger that Gwildor had never seen in him before. "Fine. Have it your way!" he shouted. Without warning he lunged forward and shoved the small Thenurian back and through the vortex. A moment later the portal closed and disappeared. Strapping the device around his waist, Galen exited the house and climbed aboard his horse.

Thenurians were a small race, gaining at most a height of around four feet, so they likewise rode short animals. Gwildor had found a slightly larger steed for Galen, but it was still more of a pony than a horse and thus was a slightly awkward ride. But, with his health deteriorating every day, Galen still found it preferable to walking, particularly when heading up into the rocky terrain of the Mystic Mountains. It took him about an hour to finally reach the Eye of Zahr-Kain but the time seemed longer to Galen as anticipation was eating away at his brain.

As he drew near he saw Gwildor pacing back and forth in a huff. Galen breathed a sigh of relief, not so much that the Thenurian appeared unharmed, but that he had decided to stay put and wait for his arrival.

"How was it Gwildor?" Galen asked as he dismounted.

Gwildor glared at him without speaking for some time before finally blurting out, "What were you thinking? I can't believe you did that Galen, I could have been killed! My atoms could have been scattered to the four winds!"

"But they weren't," Galen laughed completely unaffected by Gwildor's anger. "You're alive and it would seem the trip had no ill effects on you. Tell me what was it like inside the vortex?"

"It was like being in a swirling wind… wait a minute! Are you even concerned about me at all?" Gwildor shouted. "You had no way of knowing what would have happened to me!"

"Which is why I didn't do it myself," Galen sneered. "But now I know it's safe to use. At last my dream has come true! The Cosmic Key is a success!"

"Is that all you care about," Gwildor said aghast. "How could you do that to me Galen? After all I've done for you! I thought we were friends."

Galen grinned wide, a disturbing sight with his rotted flesh and a mouth that was missing several teeth. "You naive little fool," he chuckled. "It wasn't your friendship I wanted. It was simply your technology! For years my genius has gone unfulfilled because I couldn't afford the right equipment and no one wanted to help me because of my plague. Then you came along. You gave me what I needed and for that I am grateful, but you were just the means to an end. I'm afraid you are no longer of any use to me."

"What? You… you don't mean…"

"No, I'm not going to kill you," Galen said as he punched a new set of coordinates into the Cosmic Key. "I could not have achieved this without your help. And you did show me kindness when no one else would. I owe you a small debt and so I will spare your life. But our association is at an end."

"Where are you going?" Gwildor asked. "What are you planning to do now?"

"I've lived with this accursed plague long enough," Galen coughed. "There is someone who can help me, but he'll be expecting something in return. Now that I have this key, I can give him what he wants."

With that he activated the device and slowly stepped toward the new portal that opened. Gwildor called after him in desperation.

"Galen stop! Think about what you're doing! Don't you realize what that device could do if it fell into the wrong hands?"

Galen turned back and laughed, "My dear Gwildor, whatever makes you think mine are the right ones?"

Before Gwildor could say another word Galen stepped through the portal and was gone. The Thenurian stared at the spot where he had stood in silence then quickly scrambled towards Galen's abandoned steed and clumsily climbed aboard.

_I've got to hurry before Galen does something terrible_, he thought. _How could I have been so blind? What is he planning? What terror have I helped unleash?_

* * *

Elsewhere in another dimension a lone figure sat upon a makeshift throne in deep thought. Suddenly his deep red eyes shot open and he sat upright.

"What is it master?" said the small cloaked form standing next to him.

"I sensed a disturbance in the dimensional rift," the dark lord said. "Notify the others. I have finally found the means to our escape."

"Are you certain it is wise to build up such hope?" said another robed silhouette in a raspy voice

"Are you questioning me Weaver?"

"Of course not my lord," the raspy voiced magician said quickly. "I am merely pointing out that we have come close to escape so many times, yet still here we remain. There have been two seemingly surefire attempts in the last few months alone."

"Mistakes to learn from," the evil master scoffed. "This time there will be no failure. Now gather the forces while I make my own preparations."

"As you wish."

As the robed magician floated away, the dark lord turned to the small figure by his side. "You seem on edge." he said casually. "Are you nervous?"

"A little I suppose. And also a little anxious. Finally we shall be free of this wretched dimension. Finally we shall take our revenge on the house of Grayskull."

"Stay focused," he cautioned. "This is what I have been preparing you for. Be ready, I want you at your best."

"I shall not disappoint you Lord Hordak."

Hordak grinned. "No my child. I'm sure you won't."


	2. Chapter 1

**Chapter One**

At the same time in what was left of Eternos, life was going on as usual. The battle against the snake god Serpos had devastated much of the city including the royal palace. However the Snake Men were now defeated and in hiding and Skeletor had not been seen or heard from in weeks. So the repair work was proceeding at a much faster pace than the previous times the palace had been rampaged.

Though security was a top priority, and the Masters of the Universe still went out on scheduled patrols, without any actual combat to occupy them they had plenty of time to lend their unique talents to the effort. Fisto and Ram Man stood on opposite sides of an enormous chunk of debris that had once been part of a tall pillar. It was unsalvageable, but at the same time too large to be moved. That left the heroes with only one course of action.

"Ready Fisto?"

"On three. One. Two. Three!"

Ram Man leapt forward headfirst while Fisto simultaneously slammed his oversized metallic hand into the stone. The double impact shattered the large chunk into tiny rocks, which Sy-Klone then cleared away with a miniature whirlwind. Across the courtyard another pillar was lying toppled over. This one however had sustained little damage and was now being hoisted back into place.

Adam breathed in and out hard as he pulled on his cable. His body ached as the weight strained his muscles to their limit but he kept on nevertheless. It was taking nearly a dozen people tugging on a series of pulleys to raise the stone. While most of the cables had teams of two working together, Adam had seized one by himself. As He-Man he could have easily lifted the entire pillar back into place on his own, but he has made up his mind to help with the reconstruction in his true form.

"Are you all right Your Highness?" the young soldier next to him said.

"Just fine," Adam grunted.

"Maybe you should rest and let us handle this."

"No, it's okay. I'm…" Adam got no further before he felt his grip loosening involuntarily. The rope was rushing through his palms despite his best efforts to hold on. Had he not been wearing gloves, the skin on his hands would have been severely lashed open.

Just when it seemed he was going to loose his grip entirely, a second pair of hands shot out and grabbed on. Adam turned to see Teela standing beside him. She flashed a quick smile then began tugging on the cable. It was not her nasty smirk she shot him whenever she had bested him in a sparing match or pulled his butt out of a nasty situation. Instead it was the genuine smile of the best friend he had grown up with. Something he hadn't seen in a while and had deeply missed.

Working together they managed to hoist the pillar up till it stood on its own power. Once it was safe Adam let go of the rope then removed his vest and wiped his sweat-laden brow. Teela pulled out a canteen and offered it to him but he shook his head. The young captain gave another friendly smile and forced it into his hand.

"Take it! You've earned a rest!"

It was true. Adam had been working hard all day, as he had been for the past several days, and he was feeling rather parched. But he was determined not to appear lazy or incompetent. He may not have been able to prevent the massive damage, but he would see to it he did more than his share to fix it.

Adam did take deep drink from the canteen, though. He knew better than to argue with Teela. Especially since she had actually complemented him on his hard work as opposed to her usual belittlement of his apparent cowardice and laziness.

"You've been pushing yourself too hard Adam," Teela said as he handed the canteen back to her. She took a small sip herself and continued, "I admire your determination, but you don't have to do everything yourself."

"Teela's right son," King Randor said, coming over to them accompanied by Man-At-Arms. "You've been doing a fine job and I'm very proud of you. But try to slow down a little. It's almost as if you're trying to punish yourself for something."

Adam looked around at the massive destruction Serpos had left in his wake. His eyes drifted out of the courtyard and settled on the small plot of fresh graves in the nearby cemetery of honor. Several good men had lost their lives in the battle.

"I should have been here," he whispered more to himself than to anyone around him. "I could have stopped this from happening."

"Don't be ridiculous son," Randor said laying a hand on his shoulder. "Your presence would have changed nothing except possibly your dying as well."

"It took all of He-Man's strength with the entire power of the Elders backing him up to subdue Serpos," Man-At-Arms added. "I know it's painful to see what the Snake God did, but believe me it could have been much worse."

"Besides," Teela chimed in. "It's not like you were cowering under the bed like Cringer. Father told us how you were helping He-Man to evacuate the villages in Serpos' path. Your actions saved countless innocent lives. You should be proud of what you accomplished instead of dwelling on what you couldn't change."

So that was why no one had criticized his absence! Adam glanced at Man-At-Arms and made a mental note to properly thank him when they got a chance to speak alone. Adam had said nothing to anyone about where he had been while Serpos was attacking. He had been unable to think of a cover story that he didn't feel would infuriate his father and perhaps make many of Eternia's people despise him for abandoning them. He was already feeling guilty as it was for not helping them more.

However, it seemed that Duncan had found the perfect excuse, which was actually not far from the truth. Adam had been evacuating the villages, though he had been doing it as He-Man not in assistance with him. But then, He-Man could not exist without Adam so in a way it was the truth. And for once it made him look like a hero instead of a worthless coward. Just as long as no one dug to deep into it and discovered that not a single villager had seen Adam present.

"I still feel bad for those who weren't saved," he sighed. "And the destruction that was caused."

"It's all right, Adam" Randor said now wrapping his arm around the boy in a comforting embrace. "It's perfectly natural to mourn the losses, but you should not blame yourself for what happened. One man can only do so much. After all, not even He-Man can be in two places at once."

"I guess so," Adam sighed. "You know, sometimes I feel like one He-Man just isn't enough."

As the group returned to their task they failed to notice the glint of silver behind them. Had they bothered to turn around they would have seen their conversation had not gone unobserved or that they were now being followed at a distance by the small flying device. But then, that was the whole point of Doomseekers.

* * *

Far away in the now three-headed Snake Mountain, Skeletor sat watching the transmission being beamed back by Tri-Klops' spy drone. At the base of his throne several of his evil warriors sat or stood watching in silence. Upon hearing Adam's final comment however they all instinctively glanced up at the dark leader to see his reaction.

Skeletor's empty eye sockets glowed red and he snarled deep in what would have been his throat were his head not simply a skull floating detached over his body.

"Not enough? One He-Man is too many!"

"But He-Man hasn't been seen or heard from in weeks," Trap Jaw chimed in hoping this would help calm Skeletor down.

"Oh he'll turn up again," Evil-Lyn smirked. "As soon as we make a move, he'll be there." While it would seem unwise for Lyn to contradict Trap Jaw's attempt to calm the evil overlord, she was actually working on his good side. Belittling the others and not only saving him the trouble, but showing that she was siding with him and they were thinking alike.

Nevertheless, she made sure to keep a respectable distance from him. Skeletor was fully aware that Evil-Lyn had recently attempted to double cross him and free Hordak from his imprisonment. The attempt had not only failed, but had nearly killed her in the process. While Skeletor could have left her to die or even finished the job himself, he chose to save her for reasons he did not divulge. So it was that now Lyn decided to reassure him of her loyalty. She would try again to release Hordak once she had found a new way that wasn't so dangerous, but for the time being she found it to her advantage to go along with Skeletor.

A sudden movement drew her attention as Clawful approached Skeletor's throne with a confused look.

"Uh… why aren't we making a move?" he asked slowly. "Shouldn't we… I don't know… hit 'em while their still down?"

All eyes shot to Skeletor. In truth they had all been thinking the same thing but none of them were actually stupid enough to say so, and thus question Skeletor's actions. Skeletor leaned forward and his grip on the havoc staff tightened. Clawful braced himself for the energy blast that was sure to follow but curiously Skeletor then simply chuckled lightly.

"A good question Clawful," he laughed. "I must congratulate your brain on finally working."

Clawful breathed a sigh of relief, completely oblivious to the fact he had actually just been insulted. Skeletor stood and walked down past his minions letting his staff lightly tap the ground with each step.

"It's true," he continued, "With the Snake Men defeated and the Masters still recovering from the devastation, now would seem the opportune time to annihilate them once and for all."

Newly filled with confidence, Clawful began, "Well then, why don't we…" but got no further before a massive energy beam from Skeletor's staff sent him careening into the wall.

"Because if a brainless crustacean like you could figure that much out, than obviously the Masters would have realized it as well!" Skeletor shouted.

Evil-Lyn nodded. "They'll be expecting an attack from us. So their defenses will be on the highest alert."

"Precisely," Skeletor said, his voice calming down once more. "What I need here is a way to catch them by surprise."

* * *

Outside Snake Mountain Tuvar was sulking as he looked out across the dark hemisphere. Ever since Serpos had been returned to the stone form of the fortress, now with the additional two heads, Skeletor had ordered constant guard duties round the clock to protect it against the remains of the Snake Men army or anyone else who might dare invade. Tuvar didn't mind this so much as his fellow patrol members. It was bad enough he was permanently fused to Baddrah, whom he despised more than anyone on Eternia, but Beast Man had fallen asleep on the job and Whiplash was simply sitting around absentmindedly doodling in the dust with his tail.

"Would you at least pretend your actually doing something," he grumbled.

"What's the point?" Whiplash groaned.

"Snakes no fight without king," Baddrah mumbled, "No one else that stupid."

"I didn't ask for your opinion," Tuvar snarled.

"He's right though," Whiplash said, wiping his latest sketch in the dirt away and starting a new one. "I mean who would actually just walk right into Snake Mountain?"

As if on cue the wind whipped up like a small tornado then, jarring Beast Man out of his slumber, a bright glowing vortex appeared in front of them depositing its traveler. The frail man looked up at the fortress of evil with his cybernetic eye and marveled at the three heads oozing molten lava from their mouths.

"It certainly has changed since last I was here," Galen chuckled.

"Hold it right there!" Beast Man snarled and leapt from his perch on the stone landing mere inches from Galen with a ferocious roar. Instead of being intimidated however, Galen just smiled.

"Well, well Beast Man. It's been a long time."

"You know this guy?" Tuvar asked.

Beast Man sniffed the air and stared for a long time. It had been years since he had last seen the scientist and his appearance had changed dramatically. But soon enough a hint of recognition came to the savage henchman.

"Nycroft? Is that you?"

"More or less," Galen said before lapsing into a violent coughing fit. His health had taken a turn for the worse in the last few days. He had managed to keep it hidden from Gwildor as they finished the Cosmic Key, but Galen was well aware he did not have much time left.

The evil warriors took a few steps back from Galen until he stopped coughing and seemed to regain control though he was now breathing hard through his mouth.

"What do you want here you germ bag?" Whiplash growled.

Despite his condition Galen managed a small grin. He had not originally planned for this when he first concocted the idea for the key, but now he had little choice in the matter. If all went as planned though, it would be more than worth it. He held up his invention.

"I've brought a gift for Keldor."

* * *

Skeletor turned the strange device over in his hands, looked up at Galen, then looked back at the invention. Finally he held it up and shook it in the inventor's face.

"And just what exactly am I supposed to do with this?"

Galen was unfazed by Skeletor's attitude. He hadn't even cringed when he saw that his former master Keldor was now a living skeleton. Granted he had stared with a mixture of scientific and morbid curiosity, but given his own appearance he was not overly disturbed.

"I call it the Cosmic Key. It's taken half my lifetime to accomplish, but without a doubt it is my greatest achievement."

"Considering your record of failures Nycroft," Tri-Klops scoffed. "That's not exactly high praise now is it?"

Galen glared at the swordsman out of the corner of his cybernetic eye. "Why so bitter Tri-Klops? Afraid I'll take back the position you stole from me?"

"I stole nothing!" Tri-Klops snarled. "Keldor simply realized your skills in science were amateurish compared to mine."

"If it weren't for me," Galen said firmly, "you'd be wandering the dark hemisphere blind as a wolfbat!"

Tri-Klops stared to contradict him but found he could not deny the facts. It had been Galen who modified the visor that gave Tri-Klops his sight and special powers. Without it his eyes were so badly damaged he could barely see his hand before his face. He did owe Galen a debt whether he liked it or not… which of course he didn't.

"Drop dead old man!"

Suddenly Galen keeled over in yet another coughing fit, this one much worse than before. He was forced to his knees unable to stand up, and clutched his chest in pain. It appeared as though he actually was about to drop dead.

"That was just an expression," said Clawful.

"Skeletor let out a soft sinister chuckle. "Still suffering from your Judgarian plague I see, Nycroft."

"Neither of us are looking as good as we once did Keldor," he spat.

Skeletor's eye sockets glowed with a fiery red fury. He was giving serious consideration to blasting Galen across the room with his havoc staff, however he decided against it. Given the man's condition, even a low energy blast might have been enough to kill him and Skeletor wanted some information first.

"You still haven't answered my question," he growled. "What exactly does this thing do?"

"Like I said," Galen explained, getting to his feet, "it's a Cosmic Key and like any key it opens doorways. Inter-dimensional doorways to be precise. Simply input the coordinates, activate the device, and you have a portal that provides almost instantaneous transport to any place on the planet. Or any other world for that matter."

"That's your ultimate achievement?" Tri-Klops laughed. "A portal generator? I'll grant you it's a convenience, assuming of course that it actually works, but I fail to see why we should be overly impressed."

"Tell me Tri-Klops," Evil-Lyn smirked, "how is it that you have three eyes, yet you lack vision? With this device at our disposal we can recruit armies from the farthest reaches of the galaxy. Or launch a surprise assault on the Masters by appearing suddenly in the royal palace right next to the king."

"Or better still,'" Skeletor beamed, "into Grayskull and powers of the Elders!" Suddenly his sinister grin faded. "You would not simply hand over such a powerful device without expecting something in return, Nycroft. Why would you not simply use this yourself? What price are you asking?"

"Power is no good to me if I'm not going to live to enjoy it," Galen sighed. "My fee is simple Skeletor. I want my life back."

"You want me to take you back as my head scientist you mean?"

"That is my second wish. But first I must be free of this cursed illness! I have heard your magic has grown much stronger since you cast me out. I ask that you use that power to cure my plague!"

"I must admit I was surprised to learn you still lived," Evil-Lyn said. "The plague is slow acting yes, but still, most who get it are dead within three years. You however have lasted nearly two decades against it."

"Yes," Galen coughed. "I tried many times to find a cure, but all I could do was delay the inevitable. I'm much worse than I appear. I have almost run out of time. Soon the plague will consume what little there is left of my body. So I ask you again Skeletor. Heal me, and in return I offer my key and my servitude."

"I am the lord of destruction Nycroft," Skeletor mused. "My magic does not save lives, it takes them. And the Judgarian plague is such a rare and powerful disease that no mystic healer can reverse it. Only the great power of the Elders could save you now."

"Then you can cure me once that power is yours, and with my key you can easily get it. I have enough life in me to wait that long."

Tri-Klops walked over and looked at the Cosmic Key carefully. "Why bother? Why don't we just take this and leave you to your fate?"

Here Galen actually managed a weak laugh. "Because only I know how to properly work the key. If you make a mistake you could create a vacuum portal that would pull all of you into a dimensional limbo forever."

There was a moment of silence then Skeletor burst out laughing with delight. "You certainly thought of everything didn't you Nycroft? You're much smarter than I remember. Perhaps I could use that brain of yours after all."

"Then do we have a deal?"

Skeletor placed a bony hand on Galen's frail shoulder. "Galen my old friend, if you can get me into Grayskull I'll not only cure you, I'll use the power of the Elders to make you immortal!"

* * *

On the other side of the planet inside the walls of Castle Grayskull, The Sorceress was sitting in a state of meditation. Lately she had been plagued by strange visions. Memories from the past mixed with images of the future. She had taken advantage of the quietness on Eternia to concentrate on discerning their meaning. Despite all her powers however, her mind still remained unclear.

Rising from her throne, Sorceress headed down a series of passages until finally coming to a stop in the center of an empty chamber. At a tap from her staff the floor opened and she descended into the hidden crystal chamber towards the shining orb containing all the powers of Grayskull and the Council of Elders.

"Elders," she spoke softly to the orb, "I seek your wisdom. Why am I having these visions? And what of these strange disturbances I sense?"

The crystal orb remained still and silent. Sorceress had not expected a verbal response but usually a reply of some kind would follow her questioning. Now, however, there was nothing.

"Please," Sorceress begged. "I must know why I am seeing these events again after so long. Is the tragedy of the past about to be undone? Or are we doomed to face it once again?"

Suddenly a vortex began to open behind her . At first Sorceress thought she was about to receive her answer, but within moments she realized this was not the Elders' doing.

_Someone seeks to invade these walls,_ she thought. Pointing her staff towards the opening she concentrated with her magic and began sealing the portal as quickly as it opened.

* * *

"Nycroft, what's happening?" Skeletor growled.

"I'm not sure. I'm getting some kind of resistance. It's as though someone is trying to close the portal!"

"You didn't really think it would be that easy did you?" Evil-Lyn chided. "The castle's guardian isn't about to let us in without a fight."

"Nycroft, you'd better do something about this!" Skeletor snarled, his eye sockets glowing red.

"Not to worry, Skeletor," Galen assured him. "All I have to do is increase the power to the key." With that he threw several switches on the device. The portal shot open further and began swirling up a vicious wind that kicked up dust and pulled at Skeletor's cloak so hard he was forced to back off less he be blown off his feet. He let this minor annoyance slide though as the resistance began to give way. Soon the power of the Elders would be his.

* * *

Sorceress had thought she had the would be intruder beaten when suddenly the gateway grew in power and threw her backwards. Struggling to her feet, she reached behind her and placed a hand on the glowing orb.

"Forgive me Elders," she whispered, "but I must once again call on your power to defend these walls."

Pointing her staff at the portal again Sorceress drew upon the power hidden inside the Crystal Orb and fired. Using her body as a conductor for the raw powers of the Elders, Sorceress pushed aside the strain and concentrated all her efforts on sealing the gateway that had grown ever larger.

"You shall not enter the castle," she said. "Whatever manner of trickery this be, magical or technological, you shall not enter. YOU SHALL NOT!"

With those words the portal finally collapsed in upon itself. Sorceress fell to her knees panting for breath. Slowly she placed a hand to her forehead and began sending out a telepathic message. Though the immediate threat was over, she knew that the real danger was far from gone.

"Adam… Adam, come to… Gray… skull," she managed before falling over out cold.

* * *

"Lord Skeletor, please give me another chance!" Galen pleaded as the Bat flight pack swooped down and grabbed him by the shoulders. (None of the evil warriors wanted to touch him)

"I should have known better than to rely on you," Skeletor growled. "The only reason I'm not killing you right here and now is that it will be a far more suitable punishment to simply let you die slowly from your plague."

"Wait, I can make it work! I know I can!"

"Get him out of my sight!" Skeletor shouted. Against Galen's protests the Bat pack turned and carried him off into the tunnels. Skeletor turned and slunk down on his throne.

"What a monumental waste of time," he moaned. Beside him Panthor growled as if in agreement. Skeletor reached down and lightly stroked his fur.

"Perhaps it wasn't a total waste," Evil-Lyn said. "After resisting Galen's device the castle's defenses are bond to be weakened. If we were to launch an attack now…"

"We'd run right into the Masters," Skeletor shouted. "Do you really think this will have gone unnoticed? Those accursed do-gooders are probably already on their way to Grayskull at this moment. The opportunity has passed. I'm not even going to bother anymore today."

Though she said nothing, Evil-Lyn knew Skeletor was right and was actually tempted to commend him on his tactical thinking.

"Still, perhaps you were a bit hasty in dismissing Nycroft," she said. "His device may not be a match for the powers of Grayskull, but there may still be other uses for it."

"Bah," Skeletor scoffed with a wave. "If it cannot gain me the power of the Elders than it is of no interest to me."

"Suit yourself," Evil-Lyn sighed as she left the room._ But I've already thought of a good use_, she thought._ You may not have any interest, but I know of someone who will be very interested in this indeed._

* * *

After flying several miles away from Snake Mountain the Bat pack dropped Galen violently onto the sandy ground then turned and flew off. Slowly he pulled himself up and staggered forward a few steps before collapsing to the ground again. Instantly he realized that he had pushed himself too hard that day. His body was giving out and it was highly likely he would not live though the night.

"What's the use?" Galen asked himself. "Nothing can save me now. I might as well just lie down and die here."

Suddenly the sky grew darker and the winds whipped up as a deep sinister voice called out.

"Nycroft. Galen Nycroft. Hear me."

Galen lifted his head and looked around but saw nothing.

"Who… who said that?"

"Your new master."

Still Galen saw nothing and he was beginning to grow wary. "Who are you? Show yourself!"

"If you truly wish to see me," the voice said with a lighter tone, "than use your device. Open a gateway to Despondos, and release me."

Suddenly Galen shot up with shock. "Despondos? Than you're Hordak!"

"Yes," Hordak laughed. "And you, Galen Nycroft, hold the key to my release."

"Perhaps," Galen nodded looking down at the Cosmic Key strapped to his waist. "But why should I? What good would it do me?"

Hordak was well prepared for this response. "Look at yourself Nycroft. Ridiculed, betrayed, abandoned and dying. I can give you everything you need."

"You can cure me?" Galen asked looking over his broken body.

"I can do more," Hordak said. "I will give you a brand new body and power beyond your wildest dreams. And under my leadership your genius will be well revered. You will want for nothing."

Galen thought long and hard then finally looked up again.

"Tell me what I must do. My master."


	3. Chapter 2

**Chapter Two**

"I don't like this," Man-At-Arms said as he looked up at Grayskull's shut drawbridge."

He-Man nodded, "You're right. First Sorceress sends a week message that gets cut off, and now she doesn't open the castle gates for us. Something is wrong."

He-Man took out his sword, held it aloft and called out, "By the power of Grayskull I command the jaw-bridge open!" Instantly the castle's bridge lowered allowing them access to the inner chambers.

"Let's hurry," He-Man said, his voice hiding none of his concern. "We'd better find her as quickly as possible." It was not the first time this had happened and, if it was anything like the last time, Sorceress was going to need some help.

Following a dimly lit path, as well as his own gut instincts, He-Man found his way to the crystal chamber. He had no doubt he'd find Sorceress inside as the entrance was left wide open. Sure enough she was lying on the ground before the crystal orb, having not moved an inch since collapsing.

"Sorceress! Sorceress are you all right?"

"He-Man," she said weakly looking up. "Thank the Elders…"

"Save your strength," He-Man said gently lifting her in his arms. "You're going to be fine."

"What happened?" Man-At-Arms asked, following closely behind He-Man as he carried Sorceress out of the chamber and towards her throne room. Once there she would be able to rejuvenate her powers quickly.

"An attempt to infiltrate the castle," Sorceress replied slowly. "It took everything I had to prevent it."

"Skeletor?"

"I do not know for certain. I am not even clear how it was accomplished. Somehow, someone has found a way to break through the dimensional barrier. Whatever is causing this could just as easily open a portal to anywhere."

"Then we must prepare for them to strike again," He-Man said. "We should contact the other Masters to come here immediately."

Sorceress shook her head. "No, there is no need. Grayskull's defenses were unprepared for such an assault, but now that it has tried and failed the castle's own magic will adapt to prevent it. Another attempt would not succeed."

"Then the danger has passed?"

"Hardly," Man-At-Arms grumbled. "Grayskull may be safe, but the palace, indeed the rest of Eternia, is still subject to attack."

"It is far worse than that," Sorceress stated firmly. "This power could allow a doorway to be opened to other places in the universe. Or worse still, other dimensions. And I sense a great evil lurking just behind one such door."

It was not uncommon for the Sorceress to speak in this cryptic, riddling manner. However, He-Man instantly understood what she meant.

"Hordak!"

* * *

Galen Nycroft marched on across the barren terrain of the dark hemisphere with newfound determination. He knew his body couldn't take too much more of this, but then again it wouldn't have to. He just needed to hold out long enough to reach his destination and activate the Cosmic Key.

Despite the key's phenomenal power, creating a pathway from Despondos to Eternia was still not so simple. Despondos was a unique dimension in that it easily allowed things in, but mystical barriers prevented anything from getting out. Hordak had assured him that once the doorway was open his added power would overcome this obstacle, but to accomplish this the portal had to be opened at a point on Eternia where Hordak's power was strongly connected.

That was why Galen was now headed for Hordak's former sanctuary. Even though Skeletor had reduced it to rubble, it still held enough of a connection to suit their purposes. In its present state no magical gateway could be established but, if a technological gate were opened, Hordak would be able to tap in to the power needed.

There were, of course, at least two other such locations. The Well of Darkness, which had also been turned to ruin, and the grounds of Castle Grayskull, where Hordak had been pulled to Despondos in the first place. But the sanctuary was closest and easiest to get to. Galen would never have made it to either of the other places in his condition. It was a risky shot with this one.

Falling to his knees Galen clutched his chest and took several labored breaths. Pulling himself up he pressed on filled with determination.

"I mustn't stop now. I won't fail you Lord Hordak. I have to succeed."

"Perhaps I can help you with that"

Looking up Galen was shocked to see a Terrordactyl setting down. With a shrewd grin Evil-Lyn stepped off and held out her hand.

"Come, it'll be faster and easier for us to ride rather than walk."

Galen eyed her with deep-rooted suspicion. "Why should I trust you?"

"You and I have something in common Nycroft," Evil-Lyn said turning on a seductive charm. "Both of us have had our talents go unappreciated by Skeletor. So let us work together to bring forth a new ally who will recognize our greatness."

"I don't know if I can trust you Lyn," Galen said then placed his hand to his mouth to cover another coughing fit.

"It appears to me you don't have much of a choice if you want to live long enough to free Hordak," she remarked with a sinister smile.

Galen followed her eyes down to his hand and was horrified to see it splashed with blood. Another cough followed and this time he felt and saw the blood leap from his mouth.

"Very well," he sighed, "let's go"

"Why don't you let me hold that for you?" Lyn said reaching for the Cosmic Key.

"I'm not yet that weak," Galen sneered. "Besides, if I may remind you, this device can be very dangerous if you don't know how to work it. Which only I do."

Evil-Lyn laughed. "You are the smart one Galen. Skeletor is really going to rue the day he rejected you."

* * *

"It never ends does it?" Teela sighed as she piloted her Battle Hawk alongside the Wind Raider. "First the Mystic Wall falls freeing Skeletor. Then the Snake Men escape from the void, and now this."

"This is a serious matter," Man-At-Arms called back. "If the legends are true then Hordak could pose a greater threat to Eternia then Skeletor and King Hiss combined."

Teela had actually been speaking to herself, not truly realizing that her words were being transmitted over the comlink. Judging from Duncan's tone he had picked up on this and was indirectly scolding her momentary lack of concentration. In order to save face, she quickly thought up a way to continue the conversation.

"How can Hordak even still be alive? Despondos isn't like the timeless void the Snake Men were trapped in. You'd think he would have died of old age by now."

"Hordak is unlike any being we've ever encountered," Man-At-Arms said slowly, then softly added, "I'm not sure he can die."

"Then we'd better make sure he doesn't get free," He-Man said. With that he increased the Wind Raider's throttle. He was determined to reach the ancient sanctuary before Hordak could be released. They had called in some reinforcements, which consisted of Teela, Mekaneck, Fisto and a squad of royal guardsmen. But they were more for protection should Skeletor detect them crossing the dark hemisphere and decide to attack.

_The last time Hordak was on Eternia_, He-Man thought to himself, _he completely thrashed King Hiss and his army, cast the Spell of Separation forever changing the planet, and then killed King Grayskull himself before being banished. And what's more, it was Hordak's own spell turned back upon him that caused him to be drawn to Despondos. He's not about to let that happen again. If we fail to stop his return, I don't know how we're going to defeat him._

* * *

He-Man wasn't the only one who had no interest in seeing Hordak return. However, at the moment, Skeletor was more concerned with other unwelcome visitors.

"What could those heroic fools be doing?" he mumbled staring at the Doomseeker's transmission. For all their cleverness and caution, the Masters rarely ever seemed to notice when they were being watched.

"They're probably trying to track down what happened at Grayskull," Trap Jaw muttered and switched his bionic arm to laser mode.

"Well then they're headed in the wrong direction," said Tri-Klops. "I calculated their course and they aren't coming here to Snake Mountain. There's nothing along their present course except for Hordak's old sanctuary."

"Hordak?" Skeletor gasped in alarm. "But no, I've already destroyed the sanctuary. What could they want there?"

Scratching his head Clawful slowly spoke up, "Uh… well if Nycroft's thingy opens up them portals to other places… could it open one of them to Despondos?"

Skeletor's eye sockets shot forth a nearly blinding red glow. Grabbing his havoc staff he fired a blast that sent Clawful flying into the wall so hard his shell became embedded in the stone.

"Yes! It very well could do just that!" he bellowed. "Well done Clawful. That's twice in one day your brain has actually functioned properly!"

"Well then why'd you blast me?" Clawful whined.

"Because you should have thought of it sooner!"

Skeletor turned to Tri-Klops and began barking commands. "Have Snake Mountain put on full alert. Send some scouts out to locate Nycroft and have him and that device of his brought back. Have Evil-Lyn meet me in the hanger, I'm heading out."

Tri-Klops swallowed hard and said slowly, "Evil-Lyn's not here. She left just after we got rid of Nycroft. She said she had some personal business to attend to."

Skeletor's bony jaw dropped and he let out a roar of anger. Tri-Klops barely had time to brace himself before it was his turn to suffer the ravages of Skeletor's fury. Moments later the overlord of evil was speeding across the dark hemisphere aboard his Battle ram Chariot.

"She wouldn't dare!" he shouted. "SHE WOULDN'T DARE!"

* * *

Skeletor knew of course that Evil-Lyn very well would dare. Truth be told however, aside from giving Galen a ride to his destination, she was not actually doing anything to free Hordak herself.

"How long is this going to take?" she grumbled.

"Calculating precise coordinates takes time," Galen snapped back. "Of course, I could work a lot faster without you breathing down my neck!"

"We have to hurry and free Hordak before Skeletor or the Masters get wise to what we're doing."

"Everything must go exactly right," Galen said with a touch more of patience. "We wouldn't want something going wrong and making Hordak angry now."

"Yes, you're right," Evil-Lyn nodded. "When Hordak his free those who wronged him shall suffer, but those who please him will be justly rewarded."

"Hordak is wise and powerful. I'm sure he'll give you what you deserve," Galen muttered, and then added to himself, _A one way trip to the afterlife! Arrogant stuck-up witch. I'd almost rather let the plague claim me than have to work with her much longer!_

"There," he said aloud as he imputed the last of the specifications into the key. "It's ready. Stand back and prepare to meet your destiny."

The portal opened instantly, swirling in a clockwise pattern. At first nothing else happened but then they sky darkened, the ground trembled, the wind howled and with a crackle of lightning the portal changed direction and began spinning counter-clockwise.

And with this spinning came something new. Slowly wave after wave of armored soldiers began emerging from the portal. The Horde Troopers seemed to take no notice of either Nycroft or Evil-Lyn as they poured out in masses. Scattered among them were several dark robed mages who floated through the air as if ghosts. Then suddenly a large figure with shaggy fun leaped out and landed near them. He was soon followed by two more creatures. One bulky and green, the other smaller but with a frightening insect-like appearance.

Then _he_ appeared.

Hordak was more terrifying in person than one could ever imagine. He stood tall and proud almost towering over his subordinates. His face bore the look of an unholy demon. His deep sunken eyes glowed red as though burning with the very fires of hell. Looking around he grinned wide showing off a series of fang like teeth and spoke in a voice sent a chill though anyone who heard it as though their very soul were being sucked from their body.

"Tremble Eternia. The Horde has returned!"

Galen fell to one knee and bowed his head before the mighty warlord.

"Welcome great Hordak. I salute you my new master."

"You have done well Nycroft," Hordak grinned. "I am most pleased with you. Your technological genius has given me what my greatest magic could not."

Galen looked up and smiled, but couldn't help noticing that the mysterious red robed magician by Hordak's side appeared to stiffen as though in anger over Hordak's comment. Before he had time to think about it however, his attention was grabbed by the sudden movement of the Cosmic Key flying away from him and into Hordak's outstretched hand.

"This device of yours is quite remarkable and may prove to be of further use to me in the future."

"My key and my genius are at your disposal, oh mighty Hordak," Galen said. "However, with all due respect…"

"Ah yes," Hordak said taking his eyes off the key and turning back to Galen. "You are at death's door aren't you?"

"I beg you master. I have done as you asked; I humbly request you grant me what you promised. Give me a new body so that I may continue to live and serve your greatness."

"You have granted me the freedom I have sought for untold time," Hordak nodded. "And your brilliance will be a valuable asset in my conquest. Therefore, I shall fulfill my side of the bargain."

Galen's face beamed with delight. "Thank you master, thank you!"

"Brace yourself Galen Nycroft," Hordak said holding out his hand. "Because this is really going to hurt."

Before Galen had time to react to these words pure raw energy flowed out of Hordak's hand and enveloped him. Galen screamed out in pain as his body twisted and turned in unnatural positions. His cybernetic components glowed red with heat then broke off and fell to the ground fusing into slag. Then shockingly Galen himself began to melt into a puddle of red goo until all that remained was a large blob.

The small cloaked figure by Hordak's side drew back in shock and looked up at the warlord.

"You… but master I thought you were going to…"

"Patience my child," Hordak grinned. "Wait and watch."

Sure enough, the amorphous blob that had been Galen Nycroft began to move and take shape. From the center appendages slowly stretched out and formed into recognizable legs and arms. The shape kept growing forming a humanoid appearance though one with dark red skin and clawed hands and toes. Finally the head appeared. It was bald and large as though housing an oversized brain. The nose was almost nonexistent save for small nostrils in the flesh. Two large fangs protruded from the mouth even when shut. And the eyes were huge and white with slit viper like pupils and no irises.

Hordak chuckled lightly and announced, "Galen Nycroft is no more. Behold, Modulock!"

Evil-Lyn drew away from the newly formed creature in disgust.

"He's hideous."

"Such is the price often paid for power," the red robed magician said in a raspy voice.

Glancing over Evil-Lyn saw that this magician, whom she now could see was in fact female, kept her appearance well hidden. Her face was tucked away behind a mask and hood shrouding it in shadow and leaving only two hauntingly glowing eyes visible. The only parts of her flesh exposed were her hands, which had long skeletal fingers and skin of a sickly green color. It became all too clear she had been speaking from experience.

Hordak meanwhile was concentrating on Modulock who was looking at his new body in amazement.

"If this body displeases you Modulock, then take on a different one. Think and it will be so."

Modulock concentrated hard and suddenly his hands converted from claws to human hands, then to mantis like stingers, then back to normal. With another thought he made an extra set of arms emerge from his torso then sprouted an insect like thorax and grew six legs. A sinister grin spread across his face.

"To express my gratitude to you," Hordak went on, "one body would have been insufficient. Therefore I have given you a thousand bodies to choose from at your will. Use this power well."

"I shall my master."

"And now my loyal followers," Hordak shouted rising into the air, "The time has come for all of Eternia to know the wrath of the Horde. They shall pay for keeping us prisoner all these years. They will…"

"One moment my lord you are forgetting about me."

Hordak glared down in anger. "Who dares interrupt me?"

"Forgive my bluntness Hordak," Evil-Lyn said stepping forward. "But I also helped free you and now wish to pledge my allegiance."

"Evil-Lyn," Hordak scoffed. "I know all about you. You have done nothing. You tried to free me before at the Well of Darkness and you failed miserably."

"I would have succeeded if not for the interference of He-Man."

"A factor you should have taken into account before starting," Hordak roared. "Even forgiving that, this time you did nothing more than assist Modulock with his journey. While I thank you for hastening my escape, it is not significant enough to warrant any special reward."

"But my lord, I have so much I can offer to you."

"Don't embarrass yourself Evil-Lyn," Hordak laughed. "I'm well aware of your true nature. You pledge your loyalty to no one. You turn on your allies as soon as it is in your best interest. You do not seek to serve me; you seek to gain my power. You yourself said I would be your new ally. Ally not master. You saw yourself as my equal instead of my subordinate!"

Evil-Lyn slowly drew back from Hordak's menacing stare. Fear was starting to overtake her, but she did her best to hide it.

"Merely a poor choice of words," she stuttered.

"Not the first poor choice you made. Why did you not try to join me sooner Evil-Lyn? You knew fully well that I was waiting in Despondos, yet when you chose to turn on Skeletor you did not attempt to free me then. Instead you chose to aid in the release of King Hiss. One of my old enemies!"

Evil-Lyn gulped hard. Allying herself with the Snake Men had been one of the greatest mistakes of her life, and it had nearly cost her that life. Now that Hordak mentioned it, freeing him then might have been a better idea.

"Yes," Hordak whispered, seeing her fear, "and then you were just as quick to break your alliance with him weren't you?"

"Some alliance," Evil-Lyn spat. "He almost swallowed me!"

"At any rate," Hordak said in a surprisingly calm tone, "I already have a powerful dark sorceress at my side."

At this the red robed magician floated forward and glared down at her with a pulsing stare from her haunting glowing eyes.

"Now tell me Evil-Lyn," Hordak laughed. "Why should I wish to trade dear loyal Shadow Weaver here for someone who would just as soon turn on me at any moment?"

"Especially one so obviously amateurish in abilities," Shadow Weaver added.

At this Evil-Lyn's fear was replaced by anger and she turned her full attention to the Horde witch.

"I'll show you amateurish!" she shouted and sent an enormous wave of mystic energy flowing towards Shadow Weaver. The energy struck with an explosive force kicking up smoke and debris. Several nearby Horde troopers were blown off their feet by the mere shockwave that resulted. Evil-Lyn cackled with delight.

"An amateur am I?" she laughed.

"Your powers are greater than I expected," Shadow Weaver's voice called out bringing an immediate stop to Lyn's laughter. As the smoke cleared ,she stared in shock to see that despite the enormous crater that had resulted from the blow, Weaver herself seemed totally unaffected.

Lyn wasted no time in firing a more concentrated stream of energy her way but this time Shadow Weaver held out her hands and actually caught the beam in her bare palms. Then, showing only the slightest sign of strain, she shoved forwards and sent the magic back to its source.

Evil-Lyn had no time to defend herself as she was struck head on by her own power and sent flying though the air. Hitting the ground hard she tumbled head over heals, her helmet flying off and bouncing away. Pushing aside the pain, Lyn slowly pulled herself to her knees and spat out a mouthful of blood. Looking up she saw Shadow Weaver closing in fast.

Straining through her aching body Lyn held out her arm calling her fallen staff to her. Slowly the magic weapon rose and flew into her grasp, but just as Evil-Lyn's hand clamped around her staff, Shadow Weaver's hand clamped around her throat.

Lyn was scarcely able to breathe as Shadow Weaver lifted her up and stared into her eyes with a piercing glare.

"Your power is great," Weaver rasped. "And your skills are impressive. I must admit you are no amateur. However, you lack a very crucial element. Discipline!"

Smoke flowed out of Shadow Weaver's fingertips and an otherworldly glow began to surround Evil-Lyn. Weaver released her grip leaving Lyn hovering in air suspended by an unseen force.

"Perhaps a little time in the Fright Zone will teach you some respect!" Weaver shouted. With that she fired streams of energy out of her fingers and eyes. Lyn screamed, though it was hard to say if it was in pain or terror, and in the blink of an eye she vanished into thin air.


	4. Chapter 3

**Chapter Three**

"What in Eternia was that?" Teela shouted shielding her eyes from the blinding flash just over the dunes ahead.

"I don't think we want to know," Fisto muttered.

Mekaneck extended his bionic neck and gasped at what he saw.

"We've got company!"

"If Hordak's already free then we should fall back and regroup," Man-At-Arms shouted.

"I got a better plan," Fisto growled. "We take him out now before he has time to organize an attack."

"No, Fisto don't!" He-Man shouted. But Fisto paid him no mind and instead turned his Battle Hawk down and headed straight into the masses.

"He never changes!" Man-At-Arms grumbled as he followed after his foolhardy brother.

The sound of the roaring engines drew the attention of the small cloaked figure who pointed up at the approaching Battle Hawk.

"Look master, the fools rush to face us."

Hordak laughed. "And so they eagerly charge in to their own deaths, foolishly thinking they actually stand a chance of success. Not much has changed in my absence."

Without another word Hordak made a slight gesture to the bug-eyed insect creature. Instantly the being nodded then glared up at Fisto. Suddenly his eyes glowed green then fired energy beams up slamming into the Battle Hawk. The engines exploded and the vehicle burst into flames.

Fisto jumped clear and drew back his arm as he fell then slammed his oversized metal hand into the ground when he landed. The resulting shockwave swept numerous Horde Troopers off their feet. Strangely, neither they nor the ones who remained standing seemed to take notice. Those who were knocked over simply picked themselves up and remained standing motionless.

Fisto got up and charged straight towards Hordak. He was expecting to have to fight his way through the armored troopers, but none of them moved. It did strike the warrior as odd that the troops did nothing to protect their master, but he did not stop his attack.

As Fisto drew near, the cloaked figure moved to stand in between him and Hordak. But the dark lord calmly held his young protégé back. Fisto swung a mighty punch straight towards Hordak's face but the evil leader did not even flinch as the heroic warrior's hand came to a stop less than an inch from his face.

Fisto had not stopped of his own free will. Indeed he had hoped to punch Hordak's head clean off his shoulders. Now, however, something was keeping him from going any further. Try as he might, he could not move his hand forward past this point. An unseen force had taken hold of him and firmly held him in place. Finally Hordak moved his head looking around the fist before him and chuckled.

"I must admit you got much closer to me than I thought you would. It would seem the protectors of this realm have grown in power after all. But then, we have ways of dealing with this."

He nodded to the bulky green monster who grabbed Fisto with large sucker hands. Fisto cried out as he felt a bizarre kind of pain, such that he had never known before. And with this pain came a feeling of weakness. As if his very life force was being ripped out of his body.

"In a way," Hordak smiled, "it's actually a good thing that you have so much spare energy and strength. Leech here hasn't had the chance to properly feed in a very long time."

A sinister grin spread across Leech's misshapen suction cup like lips. Fisto blinked and shook his head to clear his vision, which had grown blurry. He couldn't be sure in his current state but it appeared as though the creature was growing larger. As if his muscles were expanding while Fisto's own were collapsing.

With a gasp of horror Fisto realized his eyes were not deceiving him and that this monster, this appropriately named Leech, was in fact sucking his strength out of his body and into its own! And what's more, it wasn't going to stop until it had drained him dry.

Luckily for Fisto Leech never got the chance as a laser blast flew in and struck the Horde creature knocking him off Fisto and into a group of troopers. Once again the armored soldiers picked themselves up then stood motionless. They were either incredibly disciplined or incredibly stupid. At this point it was hard to tell which.

Man-At-Arms jumped from the Wind Raider and rushed to his brother's side, keeping his still smoking gun trained towards Hordak. Hordak of course didn't let this, or what had happened to Leech, affect his demeanor. At least not in any visual way.

"Hordak, I'm warning you now," Man-At-Arms shouted, "Eternia will never belong to the Horde. You have what you want. Freedom from Despondos is yours. Take it and depart. Leave us in peace."

"I'm sure you must think that a most generous offer," Hordak laughed. "However, you are mistaken in saying I have what I want. I have only one thing I desired. There is still the small matter of… MY VENGEANCE!"

With that Hordak waved his hand and, finally, the swarms of armored troopers moved. Slowly, but at a steady pace, they marched forward across the land completely ignoring everything and everyone around them. Even when the remaining Masters came down and opened fire into their ranks there was no stopping them. They continued moving forward ignoring those among them who were mowed down and did not get up.

"What does it take to stop these guys?" Mekaneck groaned.

"Cut off the head and the rest of the snake dies," Teela said. With that she drew her sword and charged straight at Hordak.

"Teela, stop! Don't" Man-At-Arms shouted, but she paid him no mind. Once again the small cloaked figure moved to intercept the attack on its master, but again Hordak removed the need. With lightning fast speed he flew across the distance and clamped his hand around Teela's throat lifting her off the ground.

"Arrogant little fool. Hordak snarled. "You will be but the first of many to die by my hand!"

Hordak showed little strain as he clenched his grip tightly around Teela's neck squeezing the life out of her. Man-At-Arms raised his gun to fire on Hordak but, because of their positions, he did not have a clear shot and would most likely wind up hitting Teela.

Just as Teela began to black out from lack of air she saw a flash of steel and a spray of what apparently was blood, heard a growl of pain, then felt the sand beneath her as she hit the ground. Choking for breath she looked up and saw He-Man -an expression of fury on his face and dark almost blackish blood dripping off his sword- standing between her and Hordak who was looking down in shock and anger at his now severed arm.

At the same time the Horde Troopers stopped their march. They did not attack, nor did they even turn to face their injured leader. They simply stopped and stood motionless as if waiting for further orders. None of the Horde generals seemed to take notice of this strange behavior either. Even Leech who had flown into the middle of a swarm of the soldiers simply stood up and stepped around them taking his place behind his master who was glaring at the foe before him.

"So He-Man, at last we meet face to face," Hordak said looking his opponent over. "Yes, you are clearly the descendant of King Grayskull. The resemblance is uncanny, but there are some differences. For one thing, that armor looks even stupider on you than it did on him."

"You've already lost an arm today Hordak," He-Man seethed. "Leave Eternia now before you loose anything else."

This was a side of He-Man rarely seen. It was not normally in his nature to so quickly dismember an enemy, let alone threaten them with further harm. In truth He-Man himself was slightly surprised by his actions. But when he had seen Hordak about to kill Teela he had simply acted out of instinct. That same instinct now told him that violence was the only thing that would get through to Hordak.

Hordak simply snorted in spite and said, "You underestimate my abilities."

Black ooze flowed out of Hordak's wound twisting and shaping itself along the end of his amputation. It was like watching clay molding itself. Finally the substance settled and solidified into a new arm, which Hordak flexed, then relaxed as if nothing had happened to him.

"Such a gesture might have worked against my old body," Hordak laughed. "Indeed my flesh was destroyed in the battle with Grayskull. But my spirit lived on and, thanks to my loyal followers, I was reborn with abilities far superior to my old."

"Be that as it may," He-Man said, taking a fighting stance, "the power of Grayskull defeated you once and it shall do so again."

"Such confidence," Hordak laughed. "I can see a demonstration is in order."

Hordak held out his hand and his eyes began to glow brightly. Heat lightning crackled around his form as he prepared himself for his onslaught. A wave of panic swept over He-Man and he quickly decided to make the first strike.

"Teela, move away!" He-Man shouted, launching himself at Hordak. This time Teela quickly did as she was told and scrambled to the side. Just in time as Hordak unleashed an enormous blast of energy before He-Man could close the distance between them.

Teela, indeed all the Masters, stared at the spot where He-Man had been in disbelief. A huge cloud of smoke, dust and debris swirled around blocking any view of what had happened to the heroic warrior. As the cloud began to settle, concern gave way to relief for they could see the outline of He-Man's figure still standing. Relief quickly turned to shock however when the dust had completely settled.

He-Man was still alive and standing, but his face was caked with dirt and sweat. His breathing was short and labored as if exhausted. His flesh was cut and bleeding and they could see this for far more was showing than should have been. A few last scraps of twisted broken metal clinging to his body was all that remained of He-Man's snake armor which has shielded him for the last time.

"That was only a sample of the power at my command," Hordak said, addressing not He-Man but the rest of the Masters. "Throw down your weapons and pledge your loyalty to me or face my full rage."

"Eternia will never bow to your tyranny!" Man-At-Arms shouted.

"Very well then," Hordak said raising his hand.

"Wait master please," the insect like creature said in a high-pitched voice that sounded like a half squeal half hum. "Let us have them. It has been so long since we've had any fun."

A sinister grin spread across Hordak's face. "Yes, of course Mantenna. By all means. You and the others may do as you please with them. But leave the heir of Grayskull to me. His blood is mine alone to spill."

"I think not!"

All eyes turned in the direction of the voice. (Except those of the Horde Troopers who still remained standing as if mere statues) It was hard to say who was the more surprised, the Horde or the Masters.

"Skeletor?"

The overlord of evil glared and pointed his havoc staff towards Hordak, rage burning like fire in his eye sockets.

"He-Man will not die today, and not by your hand!"

Several minutes passed in silence before Hordak finally spoke.

"I'm surprised you had the courage to show your face here, traitor," he growled, putting particular emphasis on the word "face" so that the irony was not lost. "And here you would betray me again to save the life of a common foe?"

"Do not mistake my actions for sentimentality," Skeletor sneered, slowly advancing on the ruthless warlord. "I am simply defending my property. There is no way I am going to allow you to kill He-Man, or run rampant across Eternia. It's my world and my enemy! Mine alone to torture for the sheer thrill of it!

"You always showed such promise Skeletor," Hordak said with a hint of remorse. "I had great plans for you if you had only remained loyal and repaid your debt to me."

"I owe you nothing, and there is nothing more you can offer me, old fool." Skeletor shouted and sent a wave of flames shooting out of his staff's head. Before they reached his body however, Hordak raised his hand and the flames turned to ice then fell harmlessly to the ground where they shattered.

"You owe me your life!" Hordak snorted. "As you laid dying, mortally wounded by your own treachery, it was I who saved you! I who gave you a new life and power! I told you then there would be a price, and you gladly agreed to pay it!"

"And pay I did!" Skeletor roared, lowering his hood. A collective gasp of shock and horror emerged from all the Masters. This was the first time they had seen Skeletor's entire exposed head. It was well known that Skeletor had lost the flesh on his face when he had been struck by his own mysterious elixir, but it had been assumed that only the front of his head was damaged. It was quite a shock for them to learn that Skeletor's head was now a disembodied skull floating above his shoulders with no visible means of attachment, made all the more so by the knowledge that Hordak was responsible for this abomination of nature.

Hordak, of course, already knew about this and was not phased at all. "You think the mere loss of your face is the price I spoke of? Your vanity is of no concern to me. When you strike a bargain with Hordak the price is your life and soul! A debt I always collect in one fashion or another!"

All this time everyone's attention had been focused solely on Skeletor and He-Man had been all but forgotten. This allowed him the the time he needed to regain himself after Hordak's devastating attack, which in turn allowed him to do something that almost no one had ever done: he caught Hordak off guard. With one mighty uppercut he sent the the dark lord flying away.

Wasting no time, He-Man quickly turned to Skeletor, "That won't stop him for long, we need to..." but he got no further before Skeletor pushed him aside.

"Spare me He-Man," he scoffed. "I do not require your assistance, nor do I want it! You and I are still arch foes, it just happens that today I have more pressing concerns to deal with. I have more than enough power to handle Hordak, while you on the other hand are in a sorry shape and have injured comrades to attend to. So I suggest you take this opportunity to leave while you still can."

"I hate to admit it," Teela said coming up beside He-Man, "but Skeletor has a point. We should fall back and gather reinforcements."

"Flee if you like," Hordak said rising to his feet. "You will only be prolonging the inevitable."

"Last chance He-Man," Skeletor said with a sinister laugh.

He-Man looked around at the situation then down at what remained of his armor, now mere tatters. Skeletor was right. There was no way to win in their current status. The only hope was to pull out and prepare a counterstrike.

"Retreat!" he shouted to the other Masters while sheathing his sword. "Fall back!"

"Not you heir of Grayskull!" Hordak shouted. "You I am not going to allow to run."

"I've already told you," Skeletor snapped, "I am not going to allow you to have him!"

"And what do you plan on doing about it?" Hordak laughed. "Do you honestly think your powers are a match for mine?"

"Do _you_ honestly think I haven't been increasing my powers all these years," Skeletor snapped back, advancing on the warlord again. "While you have been rotting in Despondos I have..." his rant was cut short as his foot hit something metallic. Glancing down he saw it to be Evil-Lyn's helmet, looking all the worse for the wear. Skeletor picked up the helmet and examined it in silence for a moment before finally looking up at Hordak and growling low.

"Where is she?"

"Is that concern I hear in your voice?" Hordak laughed. "Why do you care for her all of the sudden when until now you've used and betrayed her? Just as you use and betray all your would be allies. Her, me, and of course... him."

Skeletor turned just in time to catch two large clawed fists slamming into his jaw courtesy of Modulock. Hordak cackled in sinister pleasure then abruptly stopped and turned to his other warriors.

"Why are the rest of you simply standing around," he snarled. "I seem to remember telling you to deal with the others!"

And so they did. In a flash the rest of Hordak's warriors attacked. That is to say his main warriors did.

_Only the generals are attacking,_ He-Man thought, _I wonder what those soldiers are waiting for._

Indeed the Horde Troopers were still standing perfectly motionless. The cloaked mages were standing (or rather floating over) their ground, but they had their hands raised into position, ready to cast a spell at a moment's notice. Shadow Weaver too floated over to Hordak's side but her eyes kept darting from one person to another. Clearly she had chosen to avoid direct combat, but instead guard her master's back.

The small cloaked figure on the other hand drew a sword and ran into the foray. Hordak watched with pride as his young protégé quickly overpowered, disarmed, and ruthlessly slaughtered one of the royal guardsmen. The mysterious youth then turned and charged towards Man-At-Arms who was trying to pull the incapacitated Fisto over to the Wind Raider, while at the same time keeping his blaster ready to defend them both. Due to Fisto's bulky physique, this was proving to be a tricky task to accomplish.

Luckily, before the figure could get close enough to strike, Teela came to the aid of her father and uncle. The two combatants locked weapons and continued a furious struggle that gave no ground either way. This cloaked figure, whoever it was for Teela was unable to see the face laying in the shadows of the hood, was equal to her in skill. Perhaps even a little better.

Nevertheless, Teela had managed to buy Man-At-Arms the time he needed to load Fisto aboard the Wind Raider. But then a sickly sound made him turn. Leech was slowly lumbering towards him, drool slowly dripping from his suction cup like mouth.

"Where do you think you're going with my meal?" he slobbered.

Man-At-Arms leveled his blaster at the monstrous Hordesman but before he could pull off a shot, Leech jumped forward and bit down on the gun's barrel and began slurping and sucking away. Man-At-Arms tried to pull back and fire but his gun wouldn't respond. Now his hand underneath began to feel a stinging pain and in response he quickly jettisoned the weapon from his armor. Leech continued to suck on the gun for a moment before tossing it aside. Its power fuel cells had been drained dry.

"Not bad," Leech laughed, "but artificial energy just can't compare to the savory flavor of a life force."

Man-At-Arms' eyes drifted back to Fisto who had passed out and was unable to defend himself. Quickly he reached in and pressed a three button code on the Wind Raider's control panel. Instantly the vehicle shot away on emergency autopilot, carrying Fisto to safety on a course back to the royal palace.

Leech watched the vehicle depart then shrugged and turned back to Duncan. "You're energy will do just as well."

Before Leech could grab him though a guardsman charged into the creature with a spear. However Leech's hide turned out to be thicker and tougher than expected and the weapon snapped without drawing blood. Leech just as quickly turned, grabbed the guard and began sucking out his life energy.

Man-At-Arms moved to aid the young guard who had come to his rescue but the soldier raised his hand and waved him off, indicting that he wanted Duncan to forget him and run. Duncan hesitated a moment then realized the soldier was right. Leech was simply too powerful to fight. Though it went against his nature, Man-At-Arms fled leaving the man to die, but vowing to make sure his sacrifice was not in vain.

Meanwhile Mekaneck was busy dodging the blasts that came at him from the eyes of the insect like Mantenna. At first Mantenna seemed to to be slowly cornering him, but then suddenly Mekaneck extended his neck out at an accelerated pace, head-butting the small Hordesman in the chest and sending him flying away.

Mekaneck had little time to enjoy this minuscule victory however as he was quickly seized by the large shaggy Horde creature and hurled across the battlefield like a rag doll.

At the same time all of this was going on Skeletor was sprawled on the ground being continually beaten by the many newly formed arms of Modulock. He-Man was attempting to pry him off, but Modulock kept him at bay with several other clawed appendages swiping away.

"You always mocked me Skeletor," he was saying in between blows. "You always overlooked my genius while bragging about your own power. Well now I've got my brains and power!"

Skeletor had realized that this creature was, or at least had been, Galen Nycroft, but either couldn't speak or didn't have anything to say. Even after He-Man finally lifted Modulock off by grabbing him with his gantlet claws (one of the only parts of his snake armor still left), he simply rose to his feet and retrieved his havoc staff in silence.

"So is this an old friend of yours?" He-Man asked.

Still Skeletor said nothing but turned his havoc staff towards Modulock and fired a blast that caused the evil creature to explode sending his body parts flying.

"Skeletor no!" He-Man shouted in shock. "That was uncalled for! There's no need to kill..."

"He-Man," Skeletor said, finally speaking, "your pathetic concern for all life, even that of an enemy, never ceases to both amaze and sicken me! Do you think any of the Horde would extend the same courtesy to you? That miserable wreck is the one responsible for Hordak's freedom! He got what he deserved."

"Did I now?"

He-Man and Skeletor turned quickly and both of their jaws dropped in utter shock at what they saw. Modulock's head, alive and well, was grinning back at them. Meanwhile each of his scattered parts was moving on its own trying to reform into one piece. One of his arms picked up the head, scooted over to his torso and stuck it back on where it snapped back in place like putting together a jigsaw puzzle.

Modulock eyes drifted past He-Man and Skeletor to Hordak. "In case I didn't say so before master, I _REALLY_ like my new body!"

"I suspected you would," Hordak grinned. "Pull yourself together Modulock, I will deal with these two myself."

He-Man turned back to Skeletor. "Like it or not Skeletor, it appears we have no choice but to work together."

"Why isn't anyone listening to me?" Skeletor snarled. "I told you He-Man, I don't need or want any help. And I told you Hordak, you're not killing He-Man today"

"Oh but I have no intention of killing him right now," Hordak laughed. "I'm going to make him suffer first!"

Before either could react, Hordak sent a blast of energy flying at their feet. The resulting explosion hurled each of them in separate directions. Hordak went after He-Man first, clamping his hand around the hero's throat and lifting him up.

"I shall give you a taste of the torture I had to endure because of your bloodline," Hordak went on. "I can think of no better pain for you than to be stuck with the knowledge that I am conquering and destroying everything you hold dear, while you can do nothing to stop it."

"As long as I'm here," He-Man struggled to say while reaching for his sword, "I will always fight to stop you!"

"And what if you're not here?" Hordak laughed.

Smoke began billowing around He-Man and an otherworldly glow enveloped his body just as had happened with Evil-Lyn. Beams of energy shot out of Hordak's eyes and He-Man promptly vanished into thin air.

"Enjoy your time in the Fright Zone," Hordak chuckled. "When I'm finished with Eternia I'll retrieve and destroy what's left of you."

Needless to say He-Man's fate had not gone unnoticed by the Masters. After a brief moment of shocked silence Teela charged toward Hordak, tears swelling in her eyes.

"You monster!"

She didn't get very far though before Man-At-Arms grabbed her and pulled her back. He shared her anger and grief, but realized that attacking Hordak head on in rage would be a suicidal move.

Skeletor however was a being of pure rage. Magically transforming his havoc staff into his duel bladed sword he dove at Hordak shouting, "Now you will die!"

Hordak however simply thrust his arm out catching Skeletor's wrists before he could deliver the blow and driving him into a kneeling position before him.

"I've been toying with you so far Skeletor," he said in a fierce tone, "but you no longer amuse me, so I choose to end this. We had struck a bargain, I gave you this form to save your life in exchange for your servitude. Since you have decided not to honor your part of the bargain I shall simply take back what I have given you!"

There was a flash of light and a scream of agony from Skeletor then Hordak simply tossed him away so that he landed near Man-At-Arms' feet. At first there appeared to be no difference, but then the evil warrior turned and looked up with a face that Duncan had not seen on him in years. Part of the face was still the bony visage of Skeletor but the rest was blue skinned flesh.

"Keldor?"

Indeed the man before Duncan now was no longer the overlord of evil Skeletor, but the dark warrior mage Keldor. His face was back but one could hardly say restored as it was scared, melting and dripping off his skull, in some places already completely gone. Hordak had done what he said. He had taken back what he had given Keldor and returned him to the exact state he had been in before the warlord had saved his life.

As the Hordesmen closed in on the Masters Hordak suddenly raised his hand and signaled them to stop. "Go spread the word," he smiled to Man-At-Arms. "Tell all of Eternia that your most powerful champions have already fallen and soon the rest of this world will follow!"

"Back to the palace," Duncan said low to the others. "Move quickly while we can."

"But He-Man..." Teela began.

"There's nothing we can do for him here," Duncan said. "We must fall back."

Teela clearly didn't want to drop the matter but knew better than to argue with her father. The Horde members watched them all closely, but did nothing to stop anyone as they boarded their vehicles and flew away. Nevertheless Man-At-Arms stood his ground till all the others were away. Only then did he start to climb aboard the sky sled close to him. Before he could take off a low moan stopped him.

Duncan looked down at the weak dying form of Keldor then around at the Horde members. Although he knew he might regret it, Duncan reached down and pulled Keldor up onto the sled with him. The hairy Hordesman growled and moved forward but Hordak waved him off and indicated to Duncan to go ahead and take the injured mage.

As Duncan flew away Modulock turned to his master. "You're letting them go? I don't understand. Damnation!" he added realizing he had attached his left leg to his right hip.

"Let the cowards flee," Hordak mused turning his attention to the ruins of his sanctuary. "They will soon see that there is nowhere for them to run to."

Hordak gestured to his mages and they flew up and formed a ring around the rubble. Chanting softly they worked their magic causing the stone to reshape itself until the fortress had been completely restored to its former evil glory.

"There is no longer any reason to rush," Hordak continued once this was done. "We can afford to take our time and let Eternia truly suffer at our hands. With He-Man and Skeletor eliminated there is no one who can stand in my way!"


	5. Chapter 4

**Chapter Four**

He-Man groaned and rubbed his head as his eyes began to focus again. He had been teleported, that much he had figured out for himself. It had not been long ago that Zodac had used his power to teleport the two of them into Castle Grayskull. The sensation was one that wasn't easily forgotten, but it was also not easy to get used to.

But where had he teleported to? Looking around He-Man found that his surroundings were unlike any place he had ever been to before. At first it looked like something out of the dark hemisphere, but there was far too much vegetation to be so. Even if that vegetation had the appearance of Evilseed's creations. In fact, a series of vines had crept up and wrapped themselves around his leg.

Feeling the pull of the vines He-Man jerked his leg back and his superhuman strength proved too much for the weak vines, which snapped and retreated back into the brush emitting a screeching sound. Other disturbing noises followed, but no source could be determined. Everything about this place was producing a deep sensation of fear and dread.

"Where in Eternia am I?" He-Man said.

"Well look who decided to drop in."

He-Man spun around as Evil-Lyn appeared behind him with a disapproving scowl on her face. He-Man wasn't sure if he was surprised more by seeing her, or that he was actually somewhat relieved to see her. Perhaps it was simply seeing a familiar face, even an evil one, in this foreboding place. Perhaps it was the knowledge that she was still alive. When he had seen Skeletor pick up her damaged helmet and heard Hordak's shrewd comments he had been afraid that she had been killed by the warlord. Even though they were enemies he didn't want her dead.

Or, on that note, perhaps it was the fact that, even though her hair was bleach white, without her helmet she actually looked younger and less menacing. Whatever the case, He-Man forgot for a moment just how powerful and dangerous a foe Evil-Lyn was. He soon came back to his senses though and drew his sword defensively.

"Oh knock it off," Evil-Lyn snapped. "In case you haven't noticed, we're in the same situation here. I'm guessing you had no better luck with Hordak than I did."

"Here I half expected to find you responsible for freeing him," He-Man said. "Or did you actually learn your lesson from the last time?"

"I don't think that really matters right now," Evil-Lyn said drawing a suspicious look from him. "Right now we need to figure out how to get out of here and put him back in his place."

"So where exactly is here? This doesn't look like any place on Eternia I've ever been to."

"I'm not entirely sure we're even on Eternia at all," Lyn said looking around.

Before He-Man could respond to this a deep growl caught their attention. Slowly and menacingly a pack of hideous creatures emerged from the shadows and began to surround them. They had bodies like wolves but their canine teeth were long and extended like sabers. The creatures had six insect like eyes in the center of their foreheads which burned red. Their tails were long thin and scaly like a reptile but ended in a scorpion like stinger.

"I'd say our primary concern just changed," He-Man said as the creatures closed in, hunters to the kill.

Evil-Lyn said nothing but fired a blast of energy at the nearest creature. Although this knocked it back, it seemed to act as a trigger to the others as they all sprang at once. He-Man moved to block one's strike forgetting for a moment that his armor was now in tatters and wound up taking a vicious slash from its claws.

Lyn too tried to block a pounce but the animal proved to be even stronger than it looked and knocked her to the ground. Though she was pinned down, Evil-Lyn's hands were luckily free enough to push back against the creature as it tried to bite her face, keeping its fangs inches from her flesh. Soon enough though the animal whipped its tail up and thrust it down repeatedly trying to stab her with its stinger.

He-Man saw this and quickly reached over grabbing the tail before it could land a blow. With a burst of muscle, he pulled the creature off Lyn and swung it around batting several of its companions away. Despite it all though, the monstrous things simply stood back up and prepared for another strike.

"They aren't giving up," He-Man said, pulling Lyn to her feet. "And I'm still a little worn out from fighting Hordak. I don't know how much longer we can hold out."

"Figures," Lyn scoffed. "Whenever I'm fighting against you you've always got strength to spare, but when I actually need you..."

"Oh shut up!" He-Man snapped.

Drool dripped from the creatures' fangs as they prepared to attack, but suddenly a streak of light flew in front of them and burst in near blinding flash. Shielding his eyes He-Man suddenly heard a young female voice call out.

"Over here! Quick, this way!"

He-Man wasn't sure who was calling to him, but it certainly sounded a lot friendlier than the creatures. Without really thinking about it, he grabbed Evil-Lyn's arm and ran into the brush towards the voice, dragging her behind him.

"I'm perfectly capable of moving on my own!" Lyn snapped, pulling herself out of his grip.

"I don't know why I keep helping you," He-Man sighed. "You have a real gratitude problem."

"Don't stop!" the voice called out to them. "Hurry follow me!"

"Where are you?" He-Man called into the darkness. "I can't see anyone."

The answer came not with words but with a soft glowing light in the distance. He couldn't make out the person holding the light, or even what was producing the light as it had appeared from nowhere, but it was bright enough for him to follow.

"How do you know we can trust whoever that is?" Evil-Lyn snarled.

"You're one to talk about trust," He-Man shot back. "Besides, if you'd rather take your chances with whatever those things back there are, be my guest."

"Very well," she said with a huff, "but don't blame me if this leads to greater trouble."

* * *

"I hope I didn't overstep my bounds by bringing him here," Man-At-Arms said to Randor as they stood in the medical wing looking down at the dying form of Keldor.

"No Duncan, I would have done the same," Randor sighed. "Is there anything that can be done for him?" he asked.

"I'm afraid not sire. We still don't even know exactly what that elixir that caused this was. He's been given some anesthetic to numb the pain, but the damage is slowly increasing. It's only a matter of time before the wounds kill him."

"Why do you concern yourself with me Randor?" Keldor moaned. "You should be glad that I'll soon be out of your life."

"I never felt the same hostility towards you that you showed to me," Randor stated firmly. "I still don't understand where your hatred of me stemmed from, but any hostility I've shown you has been in response to your cruelty. You've wasted your life with your hatred and now it seems you will never be able to redeem yourself. I pity you Keldor."

Keldor attempted to laugh but it turned into a cough and sent a piece of his melting flesh flying up where it stuck to Randor's chest.

"Save your pity for someone who wants it. It's that kind of attitude that always made you weaker than me. Had our positions been reversed, I would have left you."

"If there's one thing I thought you would have realized by now," Randor said, brushing the piece of flesh away disgustedly, "it's that I'm not like you." With that Randor turned and exited the room before Keldor could respond.

"Even in death, he never changes," Man-At-Arms sighed.

"Yes," Randor nodded, "but still, I do appreciate your effort Duncan. In spite of everything, he is still family."

"I anticipated you'd feel that way."

"What about you my friend?" Randor asked, trying to change the subject. "How is your family doing?"

"Fisto had a portion of his life force ripped out of him, but luckily I was able to save him before any permanent damage was done. It will be a while, possibly days, before he's back to normal but he will make a full recovery."

"I'm glad to hear it," Randor said.

"To tell the truth," Man-At-Arms continued, "it's Teela that I'm really worried about."

"I wasn't aware she'd been injured."

Duncan shook his head. "Physically she's fine. But she's feeling very torn up about what happened to He-Man. I'm concerned that she's not in the best condition psychologically to be going into battle at this time."

"I understand what you mean," Randor said. "However, from what I can tell we're going to need every possible warrior available to repel the Horde. Particularly if we can't rely on He-Man's help."

"I've already called up the royal infantry and notified Avion and Andrenos," Man-At-Arms said. "Buzz-Off has already arrived. Stratos said he'd be coming with Hawk and whatever warriors they could spare as soon as Avion was fortified."

"I just hope it helps," Randor sighed. "If He-Man couldn't stop Hordak, I'm not sure what any of us will be able to do."

"Don't count He-Man out just yet sire," Man-At-Arms said, trying to sound reassuring. "He has a way of coming through when we need him most."

"I hope you're right Duncan," Randor sighed.

_So do I_, Man-At-Arms thought.

At this point a guard approached Randor in a hurry.

"Sire, there's someone here who's requesting an immediate audience with you."

"We're in the middle of a crisis,"Randor huffed. "I don't have the time right now."

"Yes, I told him that sire," the guard quickly stated. "However, he insists it's a matter of great importance that could pose a threat to all of Eternia."

Randor exchanged a glance with Man-At-Arms who sighed and shrugged. "You might as well see what he has to say. We can't really do anything more about Hordak until all the warriors are gathered and have been briefed."

"Very well," Randor said heading for his main audience chamber. "I suppose the last thing we need right now is another danger to face on top of this one."

Man-At-Arms followed after Randor but at a much slower pace as he thought to himself. In his time he had been in many bad situations and had pulled though, but this was much worse. He had no idea how they were going to manage against the Horde without He-Man's aid. Nor did he have any idea how he was going to locate and help He-Man, if such a thing was even possible.

Duncan didn't want to consider the possibility that He-Man may have been lost to them forever. Aside from the hardship that Eternia would suffer at the loss of its champion, there was the matter of how to deal with the consequent disappearance of Prince Adam. He had made up an excuse for the time being that Adam was at Grayskull and would be aiding the Sorceress in securing the castle and searching for He-Man. If, however, He-Man were never to return the truth would have to come out. How would Randor and Marlena, indeed everyone, handle it? The pain of the loss alone would be unbearable without the added measure of how they had been deceived from the truth for so long.

Duncan was so wrapped up in thought that as he turned a corner he nearly ran into Teela who was locked in conversation with someone.

"I thought you were headed to the briefing," Man-At-Arms said to her.

"I was on my way, but then look who I ran into."

Man-At-Arms turned his attention to the man next to Teela. He was of approximately the same age and build as Duncan. He was dressed in the blue and brown colored armor of the royal infantry and was clearly an expert marksman as he had guns strapped to his arms and legs and at his hips. He had a large device strapped to his back which housed even more guns.

He had clearly seen his share of combat though as not only was his right arm mechanical from the elbow down, but a large metal plate covered part of his head. The man had a slightly gruff looking face with thick brown mustache that curved down around his rather large chin. When he looked at Duncan though he lit up with a warm friendly smile.

"Duncan, you old warhorse! How are you?"

Despite everything Duncan actually grinned at the sight of his old friend. "Ben? Well this is a surprise! I haven't seen you since... well..."

"Since The Great Unrest," Ben finished. "Tell me is this beautiful young lady really little Teela?"

"Oh stop it Ben," Teela said, blushing slightly "You always did treat me like a little girl."

Ben laughed. "Teela, the last time I saw you, you _were_ just a little girl. Who'd have thought you'd grow into the fine warrior standing before me now?"

"Well, if it wasn't for you I wouldn't have grown into anything," Teela shrugged. "Just the opposite actually. I'll never forget how you saved me from being squashed by that war machine. Especially considering it cost you your arm."

"It was a small price to pay. "Besides your old man hooked me up with a good replacement," he said indicating his mechanical arm, which he suddenly converted into a massive blaster. "And he added some improvements."

"What brings you here now?" Man-At-Arms said.

Ben gave him a somewhat confused look. "You called for me and my boys."

"I did?" Duncan asked, then suddenly it dawned on him. "Wait, you mean you're..."

Ben grinned and saluted. "Royal Infantry Officer Blast, at your service."

"You're an RIO?" Duncan gasped. "I can't believe I never knew."

"Well we've been out of touch," RIO Blast shrugged. "And I haven't gone by my real name in years."

"But I thought you were retired," Duncan said.

"I was," RIO Blast nodded. "But with all that's happened in Eternia recently, it didn't take much convincing to get me to come back into action and whip some of these new young recruits into shape."

"If you've been training them then they'll be plenty tough enough," Duncan said.

"And we'll need them," Teela added, turning serious. "Things are about as bad as they can get right now."

"Actually they may have gotten worse," Man-At-Arms said, remembering what he had been doing before getting distracted. He quickly explained where Randor had gone and moments later all three were racing into the royal audience chamber.

"There you are Duncan," Randor said. "I think you should talk to Gwildor here. I believe his problem and ours may be related."

"Greetings, Man-At-Arms," Gwildor said stepping forward to shake hands, though Duncan had to bend over slightly to reach his. "It's a pleasure to meet a fellow inventor. I only wish it could've been under better circumstances."

"You're a Thenurian aren't you," Duncan asked. He had never actually encountered a Thenurian before, but knew enough to recognize one when he saw it. "What brings you here?"

"My most recent invention. My partner stole it and now I fear he's used it to endanger all of Eternia."

"I don't understand," Teela said. "What makes you think this is related to our situation?"

"Galen said something about using it to give someone what they wanted in exchange for curing his plague."

"What exactly is this invention of yours?," Duncan asked, though he was starting to put the pieces together already."

"We called it The Cosmic Key," Gwildor explained. "It is the most unique key in the universe. The tones it generates can open a doorway to anywhere."

"Absolutely anywhere," RIO Blast questioned.

Gwildor nodded. "As long as one can calculate the proper coordinates, the key can bypass any obstacle allowing almost instantaneous transport between the two points..."

"And that's how Hordak was able to escape from Despondos," Man-At-Arms finished.

Gwildor lowered his head and sighed. "Yes. Yes, I'm afraid so."

"You traitorous little worm!" Teela shouted grabbing Gwildor by the scruff of his collar. "Don't you realize you may have killed us all!?"

"Teela stop it!" Man-At-Arms shouted. "I'm sure he didn't mean for any of this to happen."

"No, of course not!" Gwildor quickly said, putting his hands up defensively. "The initial idea for the device wasn't even mine. I agreed to help make it because I thought it would be a great benefit to everyone on Eternia. If I had known what Galen had really been planning..."

"Wait," RIO Blast said. "Galen? Not Galen Nycroft?"

"Yes, that's him," Gwildor stuttered. "I thought he was just a poor ill but brilliant man. He tricked me into helping him."

"I remember Nycroft from back in the day," RIO Blast nodded. "He was a slick one. I figured he had died years ago though."

"As did I," Randor sighed. "But his involvement does explain a lot."

"But it doesn't help us any," Teela groaned. "The Horde is loose, and He-Man is who knows where!"

"Gwildor," Randor said thinking hard, "What exactly is the extent of this device's capabilities? If it was used to free the Horde, could it also be used to imprison them again?"

"Quite easily actually," Gwildor said. "One of the most frequent problems we faced during production was the creation of vacuum portals. Instead of a doorway it acted like a black hole, sucking up everything with no means of return."

"So we may have a way to rid ourselves of the Horde after all," Randor said.

"Except for the fact that the key is currently in Hordak's possession," Teela moaned.

"Do you think you could make another one, Gwildor" Man-At-Arms asked.

"I've got all the necessary notes and schematics," Gwildor sighed, "but even with all the proper materials, many of which are quite rare I might add, it would take months to construct and program."

"So we steal back the one Hordak has," RIO Blast said.

"Easier said than done," Man-At-Arms huffed. "Still it's a choice we should keep open. Without He-Man here to help us, we're going to have to explore every possible option."

"Assuming we can get the key back," Teela said. "Can we use it retrieve He-Man from wherever it is Hordak sent him?"

"I wish it were that simple," Gwildor sighed. "In order to do that we'd have to know where it is he was sent. Without the right coordinates we could search for centuries and still not find him."

"Then there's nothing we can do?" Teela asked, tears swelling up.

"I'm sorry," Gwildor said. "Wherever He-Man is, he's on his own."

* * *

Gwildor was only partially correct. While they on Eternia could not assist him, He-Man was not entirely on his own. He did have the assistance of Evil-Lyn, though it was an admittedly shaky alliance, and now the mysterious guide lighting their way. He-Man couldn't get a good look at her at first, she was too far ahead and providing the only source of light in the dark forest they were passing through. Finally they came to a rocky outcropping and climbed up to find a small cave.

Once inside the strange helper generated a glowing ball of light that hovered over them casting enough luminance that He-Man could get a good look at her. She was young, a year or two younger than Adam, and of a small build. Her hair was a strange magenta shade and she was dressed in a purple and silver outfit that seemed to sparkle in the light. Small purple gems were embedded in her tiara, and gauntlets with a larger one on her top just under her neckline. She had a slight regal look to her, but also had the appearance of a rebellious teenager in her face that was amplified by her bare midriff.

"We'll be safe in here," she said. "Relatively at least."

"Thanks for your help," He-Man said. "I don't know what would've happened if you hadn't shown up. How can I ever thank you?"

"You can start by telling me what's going on in my absence," she replied, then quickly launched into a series of questions. "Is the Rebellion still holding strong? What of my mother? Does she know I'm here? Is Bright Moon still free?"

He-Man held up his hands indicating her to slow down. "Whoa, hang on. What are you talking about?"

"The Great Rebellion of Etheria!," she shouted. "The crusade against Horde forces." the young girl paused, studying He-Man's confused expression, and the truth sunk in. "You're not from Etheria are you?"

He-Man shook his head, "I know nothing of this Etheria. I am He-Man, defender of Eternia."

"I'm sorry. When you appeared I assumed..." she sighed and sat down in despair."So it's true then. The Horde's reach does extend to other worlds."

There was a moment of awkward silence before He-Man finally spoke again. "Excuse me, young lady..."

"Oh please, 'young lady'? You sound like my mother," she smirked. "Call me Glimmer. That's my name, that's what I do" she added indicating the glowing ball above them.

"Mystical light," Evil-Lyn said with a clear lack of being impressed. "Effective magic, though simplistic in nature."

"Is she always this nice," Glimmer scoffed.

He-Man groaned, "No, she's usually much worse."

"Circumstances have made us allies, not friends," Evil-Lyn sneered.

"Well, she's partially right I'll admit," Glimmer said. "I'm still developing my powers. But they've proven useful to my survival so far. Most things around here don't like bright light."

"Where exactly is here?" He-Man asked.

"We're in the Fright Zone," Glimmer said. "Though where that is I can't say for certain. Some think it's another planet in the galaxy, others believe it's in a whole other dimension. Some think it's not even an actual location but that it exists within out minds, and we're trapped here by our own fears."

"I'm not interested in campfire stories," Evil-Lyn snapped. "Just tell us how we get out of here!"

"If I was able to do that don't you think I would've left on my own already?!" Glimmer shouted. Calming down slightly she went on. "The Horde uses the Fright Zone as a combination prison and torture chamber. Enemies are sent here to be tormented by the traps and terrors until they either die or the Horde decides to retrieve them. There's only one other way out, but it's a cruel torment in it's own right."

"How so?" He-Man asked, "What is it?"

Glimmer stood and walked to the mouth of the cave indicating them to follow. Outside she pointed to another cliff far in the distance. After a moment He-Man began to notice a faint light that twinkled like a star and occasionally burst for a quick second like lightning.

"See that," Glimmer said. "That light is an unstable dimensional rip. It could be used to escape but one would have to cross the Fright Zone to reach it and even then they'd still have to stabilize it into a portal. That takes powerful magic which is beyond my abilities."

"Again you flaunt your lack of true power," Evil-Lyn scoffed.

"Are you saying you could do it?" Glimmer shot back.

"The hard part in creating a portal is in tearing a hole in the dimensional rift," Lyn grinned. "That part has already been done. Turning that tear into a gateway is comparatively simple. For a skilled magician at least," she added with a smirk.

"You're serious?" He-Man questioned with suspicion. "You really could use that rip to get us out of here?"

"I could," She grinned, "Though now that I know what I need to do to escape, remind me why I should bother bringing either of you two along."

"You owe me for saving your life," Glimmer seethed. "Besides, you don't know what's out there. I've been here for weeks. You'll need my knowledge of the Fright Zone to survive."

Evil-Lyn paused considering this, then finally shrugged, "Very well you may tag along if you like but don't expect me to wait up if you fall behind."

She started to head away preparing to set off when Glimmer grabbed her arm.

"First piece of expertise advice," she said with a smirk, "we wait until daybreak to leave. As dangerous as the Fright Zone is in the day, it becomes ten times deadlier at night."

As if on cue a tremendous roar cut through the air. The cry of some very large animal. Thunderous footsteps soon followed, growing closer.

"Case in point," said Glimmer as she began shoving Lyn and He-Man back into the cave. "All the way back! Hurry!"

"What is it?" He-Man asked.

"It's the Beast Monster," Glimmer whimpered, not bothering to hide her fear. She quickly dispersed the ball of light she had created, bathing the cave in darkness then whispered low, "Don't move, don't make a sound. In fact try not to breathe!"

The footsteps grew closer until they were right outside. Then came a different sound. As though some animal was sniffing the air. Suddenly what little light was visible at the mouth of the cave was obscured by some large object. As his eyes adjusted to the dark He-Man could make out a slightly shiny object in the center of the entrance, moving slightly. The object then pulled back slightly and even He-Man had to swallow his gasp as he saw he was staring straight into an enormous eye!

Whatever creature the eye belonged to continued to look into the cave for moments on end. Finally it let out a loud snort then moved away. The sound of it's thunderous footsteps resumed but grew softer as the animal slowly departed.

He-Man let out a breath of relief and said, "I guess it didn't see us."

Glimmer shook her head and created another light ball (though it was noticeably smaller and dimmer than the last one) "No. Luckily the cave's entrance is too small for it to get in and it decided to go after easier prey. But it knows there's someone here. It's been coming by every night."

"You know," Lyn said, her voice cracking a bit. "Perhaps we should wait till morning after all."


	6. Chapter 5

**Chapter Five**

Buzz-Off paced back and forth outside the briefing room impatiently. He had been expecting a status report from Andrenos for some time, yet none had arrived. This would be enough to make him agitated any day, and with the Horde on the loose, he was feeling particularly worried. The Andrenid warrior turned with a start as Man-At-Arms came up behind him along with Stratos.

"Our friends from Avion have arrived," Duncan said. "I think we're finally ready to begin the briefing."

"Any word from Andrenos?" Buzz-Off asked quickly.

"Not yet," Man-At-Arms said. "I don't like it either."

"It is unusual," Stratos added, "However, if Andrenos had fallen under attack, Avion would have quickly known about it and sent reinforcements."

"I appreciate that," Buzz-Off said, noting to himself the irony of how two years ago their people had been on the brink of war and now they were close allies and friends. A pity everyone couldn't follow their example.

Just then a soft humming noise was heard and a strange young woman came flying down the hall and landed in front of them, the humming noise coming from the beating of her wings. Duncan and Stratos had never seen anyone like her before as she had both human and insect like features. In addition to her wings she had antennas growing from her head and bee stripe markings on her face and legs. On closer inspection her eyes, while human sized and shaped, were actually compound lensed.

"Lord Buzz-Off, I bring news from Andrenos," she said in a soft voice, itself almost a hum. "General Stingrad reports that all entrances are secure. All warriors have been armed and prepped for battle while the queen and workers have been moved into the lower tunnels for safety."

Buzz-Off nodded. "Very well Lieutenant, but why did you not simply radio this information to me?"

"The general specifically told me to deliver the report in person My Lord," the bee girl said. "I am simply following orders."

"I get the picture," Buzz-Off said with a displeased tone.

"Sir, my instructions did not include what to do after reporting. With your permission, I would like to remain and offer my assistance to you here."

Buzz-Off smiled and gestured into the room. "Grab a seat. We're about to start the briefing."

"Yes M'lord," she said and flew off inside.

"She's a good kid," Buzz-Off sighed. "Remind me to have words with Stingrad when this is over."

"She seems different than a normal Andrenid," Stratos said, trying not to sound rude.

"Sweet Bee is only half Andrenid," Buzz-Off explained. "Her mother was human but she died in childbirth so Sweet Bee grew up in Andrenos. Unfortunately, her mixed heritage left her subject to ridicule. Many believed she was too small and weak to be of help to the colony. Especially since her human DNA prevents her from being able to consume ambrosia. She joined my warriors hoping to prove herself, and as far as I'm concerned she long since has. Others, like Stingrad, are still skeptical."

"If you vouch for her, that's good enough for me," Duncan said. "I'll welcome anyone willing and able to fight."

The three Masters headed into the briefing room and walked past the gathered soldiers and warriors. Some were conversing with one another while others sat in silence with grim expressions. Tension was understandably high as Man-At-Arms sounded a chime and lowered the lights calling for everyone's attention.

"I'm not going to lie to you," he said. "Our situation is grim and we're going to need all our resources if Eternia is to survive. We were unable to prevent the return of the Evil Horde, partly because we were caught off guard and were unprepared for their power. We cannot afford to have this happen again. The purpose of this meeting is to properly prepare you all and to assure that everyone fully understands the true gravity of our situation."

From somewhere in the mass ranks a voice broke in shouting the question undoubtedly on many minds. "Is it true that Hordak's already killed both He-Man and Skeletor?"

Man-At-Arms sighed. "Killed no, defeated yes. Skeletor is currently in the medical ward and he is dying, but I must point out it is not directly because of Hordak. We now know that it was Hordak's power that saved Keldor's life and transformed him into Skeletor after his assault on the Hall of Wisdom those years ago. What has happened now is that Hordak has reversed what he did. The injuries Keldor is dying from are those he received then, and not caused by Hordak himself."

"And He-Man?"

"Judging from Hordak's own words following He-Man's disappearance, we believe he was not killed but rather transported to an unknown location," Duncan paused seeing that his words were doing little to relieve the tension. "The Sorceress is currently trying to locate He-Man, but I'm afraid we cannot afford to wait. We must do our best to combat the Horde ourselves. But before we engage the enemy we're going to familiarize you with who you'll be going up against. We've complied what data was available to us through historical records, ancient legend, and out personal experience today."

Duncan activated the holo-sphere in front of him generating an image of the armored Horde Trooper. "These are Hordak's basic army troopers. They're not too tough individually, but their sheer numbers make them a force to reckon with. Fortunately, they don't seem to be very intelligent. In fact they behave more like mindless drones."

Man-At-Arms flipped a switch and the image changed to that of a Horde mage. "These magicians are fewer in number but greater in power. Usually though they stay back and only come forward to perform massive spells that require multiple casters. The real threat of the Horde comes from Hordak's main generals."

Here the image changed to show the red and blue insect like Horde minion. "This ugly freak is called Mantenna. Physically he's the weakest of Hordak's warriors, though he can deliver nasty kicks with those four legs of his. In close combat he can be easily overpowered but the hard part is getting close to him. Those massive bat ears of his, as you may well guess, give him super heightened hearing. Likewise, his big eyes, which according to historical records he can extend out of his skull, not only allow him to see over great distances, but are capable of generating energy blasts. We're not sure just how powerful he can make them, but earlier today he shot down a Battle Hawk so assume the worst."

The image changed again now showing the hideous green bulk that was Leech. "Leech here earns his name well. He feeds off the life force energy of his victims using the suckers in his hands and mouth. The more energy he absorbs the more powerful he becomes. This extra power does eventually dissipate as the absorbed energy is, for lack of a better word, digested but we don't know how long this takes.

"Try to avoid getting caught by him at all costs. Loosing your life force is very much like loosing blood. The more you loose the weaker you become. Your body will regenerate it given time but loosing too much at once can be fatal. Also keep in mind Leech can absorb artificial energy, like that of our laser weapons or vehicle fuel cells, just as easily. And since his skin is thick and tough, bladed weapons are not much help in combat either. Leech is potentially the toughest Hordesman to defeat."

After taking a moment to let all this information sink in, Man-At-Arms continued. This time the image showed the large savage Hordesman with the shaggy fur. Upon seeing it Sweet Bee gasped and drew back from the hologram in fright.

Duncan began, "This savage brute is called..."

"Grizzlor!" Sweet Bee whimpered, shivering in fear. Several eyes turned her way in surprise and confusion. Buzz-Off stepped forward and explained.

"There's an old Andrenid legend that tells of a creature called the Grizzlor. It was said to be a bloodthirsty beast who stalked its prey by moonlight with the skills of a master hunter. Grizzlor would use traps and weapons to stun his victim, then move in a maul them with his claws and fangs, finally devouring the poor soul while they were still alive. This creature matches the description of the beast, but whether it actually is the Grizzlor of legend or simply named after it we don't know. Again it's safer to just assume the worst."

"Those are the ones that have been with the Horde the longest," Duncan said resuming the briefing. "But Hordak has picked up some new warriors recently." Now the holo-sphere showed the mysterious robed Shadow Weaver.

"Shadow Weaver, as she is now known, betrayed Eternia and attempted to free Hordak from Despondos several years ago in exchange for the incredible magic powers she possesses. We were able to stop her that time and Weaver was pulled into Despondos instead. However, beforehand, Shadow Weaver was successful in committing an unspeakable act of evil against the royal family. The specifics of this crime are classified information. Those of you who don't know what happened, don't ask, and those of you who do are under strict orders to keep your mouths shut!"

Sweet Bee turned to Teela beside her with a questioning look. Teela however had no idea what her father was talking about and simply shrugged. Duncan went on.

"Shadow Weaver was already an accomplished sorceress before Hordak gave her new power. She now has a mastery of dark magic to rival that of Evil-Lyn, so use the same caution and approach you would for her and then some. We'd like to be able to capture Shadow Weaver alive so she can be properly tried for her crimes, but in the end consider her wanted dead or alive. She is, after all, a traitor."

Once more the holo-sphere changed images, this time revealing the small cloaked form of Hordak's unidentified protégé. "We really have no idea who this is. We know he's young, very agile, and a master swordsman. Judging from what we saw today we think Hordak has personally trained this fighter as his apprentice and possibly his heir. There's no record of any Hordesman fitting this description, though it is admittedly rather vague."

Man-At-Arms looked over at his daughter. "Teela, you faced this warrior in combat today. Is there any other information you can give us?"

"Just one thing," Teela said. "He is actually a she."

Duncan arched an eyebrow in surprise and Teela went on. "I wasn't able to see the face under her hood, but I did get a look at her figure under the cloak and I'm certain it was female. In the end I suppose it doesn't really make a difference. Boy or girl, the fighter's a dangerous enemy, but I figured you may as well know."

"So noted," Duncan nodded. "Last but not least we have Galen Nycroft, or as he's now called, Modulock." The holo-sphere brought up an image of the newest Hordesman but then it changed and changed again repeatedly, showing various possible forms the evil beast of a thousand bodies could take.

"Galen once worked as Keldor's chief scientist and technician before Tri-Klops took over. He continued to bother us during the Great Unrest until he finally disappeared. We had believed him to have died of the Judgarian Plague he had contracted but we now know he survived and gave Hordak freedom from Despondos in exchange for this freakish, but disease free, body."

Looking over the gathered warriors Man-At-Arms saw many faces confused by the continually changing image. "Modulock's new body, we've discovered, is more like a thousand bodies in one. He apparently can alter his form into countless variations to suit his needs. We've also seen that each of his parts is able to function on its own if separated from his body and can be reattached with no discernible consequences. Added to his already brilliant but twisted mind, this makes him a formidable foe."

Finally the ever altering image vanished and was replaced by one of the Horde's tyrannical ruler. "Of course as dangerous as all these warriors are, they are still nothing to Hordak himself. His power is greater than any enemy we've ever faced. He is more ruthless than Skeletor, more sinister than King Hiss, and more dangerous than both of them combined. He is completely heartless, his mind is fueled by rage, and his power is practically omnipotent. To face Hordak, is to fight evil itself."

The holo-sphere deactivated and the lights came up. "As you can see, Eternia is facing its darkest hour. And there's another factor. Hordak now has in his possession a new device called a Cosmic Key. With it the Horde can instantly travel and appear anywhere they choose. So now, not only are we facing our most dangerous enemy ever, but an enemy that can strike anywhere at any time with no warning."

As if on cue, right at that very moment a guardsmen raced into the room and hurried up to Man-At-Arms shouting his report.

"The Horde has just invaded the village of Nordling!"

* * *

Nordling sat in the Fertile Plains nestled between the Rivers of Life. As such, it was one of the highest crop producing villages in Eternia. Hordak knew this and he also knew that, despite its importance, the village was relatively unprotected. Most of the people chose to flee in terror as the Horde forces ravaged their homes and burned their fields. Those that did fight back proved to be of little consequence.

Mantenna cackled with glee as he fired his eye beams into an oncoming villager. The force of the blast sent the man flying back into wooden house so hard he smashed through the wall and did not get up again. His laughter ceased as his enormous ears picked up the sound of rushing wind, as though something was moving in his direction very fast. Mantenna turned his head upwards just in time to see another brave citizen leaping down from a rooftop onto him.

Mantenna had no time to react and was instantly knocked down and pinned. The man raised up the pitchfork in his hands preparing to deliver a killing blow, but never got the chance. A split second later a blade of aged but sharpened steel ran through his back and out his chest. Grizzlor shoved the dead man aside with one hand then hoisted Mantenna up roughly with the other.

"Quit fooling around," he growled, licking the blood off his machete. "We're supposed to be influencing fear in them!"

Mantenna clicked his mandibles in distaste but said nothing as Grizzlor wandered off to find more fresh victims. Hordak would overlook an enemy getting in a lucky hit or two, but if he caught his warriors inter bickering it could invoke his rage. That was something his own men feared just as much, if not more than his enemies did. Besides, he was having too much fun to let Grizzlor spoil it.

Indeed most of the Hordesmen were thoroughly enjoying themselves. They had not had such wicked pleasure more many generations and were reveling in it to a point that made it seem as though the entire purpose of the invasion was simple pleasure. This had not escaped the notice of Hordak's mysterious youthful warrior. She stood by her master's side watching the devastation, not participating but not doing anything to prevent it either.

"What are we doing here?" she asked Hordak finally. "These people are not warriors. They are simple peasants and farmers. They pose no threat to us, yet we take time to attack them. Time which our true opponents are using to prepare for battle no doubt."

It was not Hordak but rather Shadow Weaver who provided the answer. "You fight well young one, but you understand little of the tactics of war. This area is the breadbasket of Eternia. By seizing control of it we take away their food and supplies. Without them no army can withstand us for long."

"I was under the impression that we would be striking them down so hard and fast such tactics would be a moot point."

"The current armies yes," Weaver scoffed. "But we must plan for the future as well. It only takes one foolhardy simpleton to spark a rebellion. By establishing a strong hold and filling their minds with fear now, we discourage them from attempting an uprising later."

"Did it not occur to you that instead of dissuading them, all this might actually be what inspires people to revolt?" the youth shot back then walked away before Shadow Weaver could retaliate.

"It would seem," Shadow Weaver said to Hordak, "despite all preparations, your precious child lacks the stomach and attitude for conquest."

"Nonsense," Hordak grinned. "She is just anxious to see true battle and does not wish to waste her talents on simple peasants. Nor do I feel she should. Just wait until we move on the castle. Then you shall see her display the true nature of the Horde."

A high pitched scream caused both dark warriors to turn, though it was out of curiosity not concern. The cry had come from a young child, no more than four. She was trapped in the second floor window of a house that was ablaze with fire. The poor child cried out desperately to the fleeing patrons below but they kept running, either not hearing her or choosing to ignore.

Finally one man did look back and started forward to help. As he approached the house's front door however, the structure creaked and a pile of flaming debris collapsed down blocking the entryway. The man backed away from the fire in fear, glanced up at the desperate child once more... then turned and ran for his own life, leaving her behind.

Just as the child seemed doomed help came from an unexpected source. Hordak's pupil, having witnessed the whole scene, dashed up to a tree standing a few feet from the house and scaled up its branches in seconds. Reaching the necessary height, she ran along the branch with precision balance until she reached the end. Here the branch was too thin to support the weight of even her small frame but just as it snapped the warrior launched herself up and forward landing on the windowsill. Not pausing for a second, she scooped the frightened child into her arms then back flipped to the ground just as the floor collapsed and flames shot out the window barely missing them.

Hordak stared at his student, impressed by her skills but surprised by her selfless act. Shadow Weaver shook her head and smirked.

"Yes, I see what you mean. Totally ruthless."

Hordak spun around and glared at the magician. "Sarcasm does not suit you Weaver!" Shadow Weaver backed off slightly, realizing she had overstepped her bounds. Before she could speak her defense or Hordak could berate her more the young warrior's voice caught their attention again.

"Remember this," she said to the still shaking child. "Whatever else you take away from today, never forget who it was that left you to die, and who deemed you should live."

"There you see," Hordak smiled. "She knows what she's doing. Their youth of today are my servants of tomorrow."

"I'm sure," Shadow Weaver muttered, not convinced at all.

"I grow weary of your constant suspicions," Hordak went on. "Do you think I would work so hard to mold that child into my perfect warrior if I believed for one moment she was a threat to me?"

"With all due respect master," Weaver said, "You have always trusted my advice on all matters except when it comes to her. I tell you, my premonitions say that your darling little protégé will one day turn on you."

Hordak snorted in dismissal. "I trust her loyalty more than I trust yours."

Shadow Weaver's glowing eyes narrowed and her fists clenched in rage. Letting out a snarl of anger she spun around and blasted something out of the air with a magic bolt. The smoking metal object crashed to the ground and clattered over finally stopping at Hordak's feet.

"What is it?" Hordak asked picking up what was left of the device.

"A Doomseeker," Shadow Weaver spat. "It appears they're quite interested in our actions over in Snake Mountain."

"While I want all of Eternia to know of my return and tremble in terror," Hordak mused, "I do not take lightly to being spied upon. Notify the others. We have an unscheduled stop to make."

* * *

"The next thing I knew I was here with Evil-Lyn being attacked by those creatures. That's when you showed up," He-Man said, finishing his recount to Glimmer.

Glimmer shook her head in astonishment. "I can't believe it. Hordak still exists and, from what you've told me, he's more sinister than the ancient legends spoke of."

"I'm still trying to understand how the Horde controls this world of yours when they've been trapped in Despondos for ages."

"Not all the Horde," Glimmer explained. "From what I understand, Hordak would travel between worlds conquering them, adding to his empire then move on. But when he left he would appoint one of his high ranking followers lord of the planet to rule in his absence. He conquered Etheria long ago but never returned."

"Not because he didn't intend to I'm sure," Evil-Lyn added coyly.

"True," Glimmer nodded. "But no one knew that at the time. Hordak's followers lost faith, thinking he had abandoned them, or had been destroyed. The Horde lost control of the planet and eventually divided up into various kingdoms. For many years the planet lived in relative peace. My mother used to tell me stories of Bright Moon actually fighting alongside the Horde against other invaders."

"So what happened?" He-Man asked.

"_He_ happened."

"He who?"

Glimmer swallowed hard. "Horde Prime."

He-Man and Evil-Lyn exchanged a surprised look.

"Horde.."

"...Prime?"

"No one knows much about him," Glimmer explained. "We think he was a regular Horde officer who grew ambitious and power hungry. At any rate he rose up and took control of the Horde, promising to return them to their former evil glory. Claimed to have Hordak's power running through his own body. Within a decade he had led the Horde to great conquests and took over two thirds of Etheria."

He-Man was aghast. "Is he really that powerful? Or did he simply not meet enough resistance?"

"A little of both," Glimmer shrugged. "Others fought back but it wasn't until my mother rallied an alliance behind Bright Moon that any significant progress was made against them. That was the start of the Great Rebellion."

"If it's so great, how did you end up here," Evil-Lyn mocked.

Glimmer glared at her but answered anyway. "My mother didn't approve of me going into battle. She's been very overprotective of me since my father disappeared. But I say if I'm going to be queen some day I need to set an example to my people."

"You're a princess?" He-Man said in surprise.

"I was never too comfortable with the whole royalty treatment," Glimmer said, "but yes. My mother is queen of Bright Moon and I'm her only child and heir to the throne. I wasn't about to let my friends risk their lives while I stayed back where it was safe though. Unfortunately, my last endeavor didn't go as planned."

"You were overzealous and fell into a trap," Lyn concluded.

"Actually," Glimmer smirked, "I let myself get captured so that my friends could get away. Prime had me sent here so I couldn't escape or be rescued. He's probably planning to use me as leverage against my mother and the Rebellion."

"All the more reason we should get out of here and get you home as quickly as possible," He-Man said.

"The trouble is we don't have any way of knowing how much time has passed on our worlds," Glimmer sighed.

"What do you mean?"

"Well, I've been here for what seems like weeks," Glimmer said. "But time moves differently in different worlds and dimensions. It could be that on Etheria only a matter of hours have passed, or it could be that several years have transpired. The same is true for you and your world."

Concern overtook He-Man's face as this information sank in. "So what you're saying is, even if we do manage to get out of the Fright Zone and back home, it may be too late to save our worlds."

"Maybe so," Glimmer said firmly. "But I'm not giving up without a fight."

He-Man nodded. "Neither am I." They both looked to Evil-Lyn as if expecting her to make it unanimous. She simply stood and headed out of the cave.

"The sun's up," she said without looking at them. "Time to go."

* * *

"Any sign of Skeletor yet?" Trap Jaw asked as Tri-Klops switched to yet another Doomseeker's frequency.

"Nothing," Tri-Klops growled. "But he wouldn't just willingly sit back and let the Horde run rampart across Eternia. Something is wrong."

"Didn't you pick up anything from listening in on Hordak?"

"Not anything pertaining to Skeletor. At least not before I lost the signal."

"What about Evil-Lyn?" Beast Man snarled.

Tri-Klops shook his head. "No sign of her either. Of course I wouldn't be surprised to find out that bitch was responsible for freeing Hordak. I've got my Doomseekers on full scan, but in the meantime we need to properly fortify Snake Mountain in case the Horde decide to show up."

"Bring 'em on!" Beast Man roared. "I'll make mincemeat out of them!"

"All the same," Tri-Klops said, "I want you to bring out some of the most brutish creatures in that menagerie of yours. Without Skeletor and Lyn's magic and brains we'll need to boost up our brawn."

"Well if that's the case, why did you send Whiplash and Two Bad out?" Trap Jaw scoffed.

"Because I needed to send someone and they're less cowardly then others."

"What's that go to do with anything?"

Tri-Klops sighed, "I sent them to find Scare Glow."

Beast Man and Trap Jaw both drew back in shock. "Scare Glow? You actually want to bring that freakish specter here?"

Their concern was not without warrant. Scare Glow was not a pleasant soul by nature and he was undoubtedly still bitter about being dragged from his home dimension to Eternia by Skeletor, and then left stranded with no means of return.

"Normally I wouldn't want him here," Tri-Klops agreed. "But with the Horde free on Eternia we'll need all the power we can get to drive them back. And if we don't recruit him, there's a chance Hordak might do it himself."

"Speaking of which," Trap Jaw muttered. "Where is the Horde now?"

"I don't know," Tri-Klops snarled. "By the time I got a new Doomseeker out to Nordling they had left. I've been trying to find them but I don't know where to look."

"Allow me to save you the trouble."

The three evil warriors spun around in shock to see Hordak standing in the entranceway flanked by his top warriors.

"It can't be!" Tri-Klops shouted, drawing his sword. "How could you have gotten here so quickly unless..."

Modulock stepped forward and flashed the Cosmic Key at him. "Bet you wish you had been a little nicer to me now don't you?"

"Nycroft?"

"In the new and glorious flesh," he laughed. "Oh, and it's Modulock now!"

"You are insane!" Tri-Klops snapped. "I can't believe you would choose this over death!"

"Clearly you have never been on the brink of death," Hordak sneered. "However that can be easily remedied."

* * *

_sorry for the long delay in updating but you see originally this chapter was just people sitting around talking about the Horde- kinda dull. I kept looking for ways to liven in up a little and finally added the scene at Nordling which led to adding the attack on Snake Mountain. In the end I felt it made the story better but then this chapter was real long so I cut down Glimmer's back story. Originally I went into more detail about the other rebels on Etheria but I figured I had introduced enough new characters for one story and since they won't actually be showing up in this story I'll save their introductions for later._


	7. Chapter 6

**Chapter Six**

Beast Man let out a savage roar and leaped towards Hordak with his claws and fangs bared, only to be met midway through his jump by Grizzlor. The two savage brutes began wrestling about in fury like a pair of wild animals, biting and clawing at each other with pure feral instinct.

Mantenna stepped forward to engage Trap Jaw. Skillfully ducking under a blast from his laser he delivered a powerful kick from two of his four legs driving the blow directly into Trap Jaw's chest. As the cybernetic warrior reared and tried to regain his breath, Mantenna quickly followed through with a blast of his eye beams that sent Trap Jaw flying. Just as the Horde insectoid was starting to feel good about himself though it was his turn to be blasted aside by a beam fired from Tri-Klops' visor.

"Two can play at that game," Tri-Klops gloated.

Hordak was not pleased and signaled Leech to move in. Lunging with speed that would seem to be beyond a creature of his bulk he closed the distance before Tri-Klops could get off a second shot and clamped his sucker-like hand onto the visor. Tri-Klops immediately fired what would have been a point blanc shot had it actually gotten off. Instead, Leech simply sucked the energy into himself with glee then proceeded to drain the stored energy out of the device all the while forcing Tri-Klops down before him with ever increasing strength.

Tri-Klops strained under Leech's force. Realizing he couldn't get a shot off with his current "eye" he attempted to rotate the visor to the next one but found the device strained as Leech was effectively holding it in place. Making matters worse Leech realized what he was attempting to do and latched his other hand onto the visor sucking in the opposite direction. Finally with a creaking of bent metal and the cracking of splitting wires the whole device ripped in two and fell away from the warrior's head.

As Leech sucked what energy was left out of the broken pieces Modulock laughed and moved in on Tri-Klops.

"Excellent," he beamed. "Without that visor the fool is blind and helpless." He emphasized this remark be raking a clawed hand across the back of Tri-Klops' exposed head. Tri-Klops staggered from the blow and turned around to face Modulock only to be greeted by an uppercut to the jaw.

"I'm going to enjoy this, Modulock cackled with delight as he charged forward and pulled back his arm to deliver another powerful blow. As he lunged forward however Tri-Klops made a sudden slash with his sword severing the limb from its owner. Modulock snarled and instinctively clutched the stump left behind. Although he could now easily loose and reattach his body parts with no problem it still hurt when one was forcibly removed.

"I'm not completely blind," Tri-Klops huffed. "And even if I were, I don't need my eyes to use this!" It was true. Tri-Klops had been a master swordsman long before his eyesight was damaged by a powerful magic spell. For years he learned to function without his eyes at all, relying on his other senses to guide him.

When Keldor encountered the swordsman he dispelled the curse blinding him, however his eyes had been badly damaged so that now his sight was poor. He could make out shapes and various degrees of light but he was still severely handicapped. Ironically it was Galen Nycroft himself who had helped modify the visor that allowed the swordsman to become Tri-Klops.

Modulock backed off as Tri-Klops swung his sword in furious swipes. Aside from wanting to avoid the pain of more lost limbs, even if he could replace them, he feared a lucky blow may pierce his heart or brain. He wasn't sure if his new body could recover from that and wasn't about to take the chance.

Leech was a bit more risk taking and lunged for the warrior, hoping to catch him and drain his life energy. However he too chose to back off after his arms suffered several collisions with Tri-Klops' sword. Leech's tough thick hide prevented him from being sliced open, however the sword's steel was strong and reinforced and thus did not give either. The result for Leech was effectively like being struck repeatedly with a blunt instrument.

It was clear the only way Tri-Klops was going to be brought down was if he was engaged in a duel of swordsmanship. Hordak's young protégé was happy to oblige in this regard and it soon became apparent that she was more than capable of holding her own. Despite Tri-Klops' immense skill, she successfully dodged or countered every move he made.

As Hordak watched his student his sinister grin grew wider and wider. She was excellent. He had successfully molded her into the perfect weapon. Seeing her in action against this skilled warrior, he could hardly wait to finally set in motion his long-laid plan and unleash her upon the house of Grayskull. It would be a glorious bloodbath.

_And when they learn the truth about her,_ Hordak thought, _then their pain will truly be complete!_

Hordak only took his eyes off the sword fight when a loud roar of pain drew his attention over to Grizzlor and Beast Man. Their struggle had been essentially ignored since it started, the two appearing to be equally matched. But now an attempt by Beast Man to gain the upper hand had instead cost him the fight.

Beast Man had slashed at Grizzlor's throat, hoping to rip open his windpipe, but had met an unexpected obstacle. Grizzlor's fur was so think and mangy that it hid from view the fact that he was wearing a spike lined metal collar. Instead of Beast Man's claws digging into flesh and cutting it open, they broke against the unknown metal and it was Beast Man's hand that was now cut and bleeding having been skewered by one of the razor sharp spikes.

Not giving his opponent the opportunity to recover, Grizzlor seized Beast Man and, with pure brute strength, lifted him above his head then slammed him into the ground. As the savage henchman groaned in pain Grizzlor again lifted him up and this time hurled him across the room where he collided with Clawful who had just rushed in having been drawn by the sounds of the battle.

Hordak smirked and turned his gaze back to the battle between his pupil and Tri-Klops just in time to see the first blood drawn as the young warrior landed a slash across the swordsman's right leg. As he staggered from the blow, she thrust again this time stabbing her blade into his left leg. Tri-Klops fell to his knees unable to stand on his injured limbs but kept his sword raised to defend himself. This didn't last long though as the girl struck with a twirling parry that rested the sword from his grip then placed her blade to his throat, ready to finish him at a moment's notice.

Hordak laughed in delight and applauded his student's victory. "Well done my child. Very well done indeed."

"I am grateful you are pleased master," she said. "Shall I dispatch him?"

"Just make it fast," Tri-Klops said, resigning himself to his fate. "Grant me a warrior's death."

"No!" Modulock shouted firmly. "Don't kill him. Why give him what he wants? Besides, he'll be of more use to us as a prisoner. Or a slave."

"Very well," Hordak said. "We'll keep him alive for now. I can always have him killed later."

"What about the rest of... what is that smell?"

Indeed everyone, both Horde and Skeletor's warriors, were crimping and covering their noses at the foul stench as Stinkor wandered casually into the room. He glanced around at the scene and scratched his head in confusion.

"What's going on?" he asked finally.

"Take a wild guess you smelly idiot!" Trap Jaw shouted as he staggered to his feet, still woozy from Mantenna's attack.

Stinkor was not the brightest of Skeletor's warriors, but he was not the stupidest either. (that distinction still belonged to Clawful) It didn't take him long to realize that the Horde were attacking enemies and, more importantly, that they had the advantage in both numbers and power. Trap Jaw was dazed, Tri-Klops was injured, Beast Man was unconscious and Clawful was having to support him. As for himself, Stinkor really only could do one thing, but he did it well.

"Fall back I will cover us!" he said and let fly a noxious cloud of his horrific stench gas. It was the perfect cover as not only did the smell hold off the Hordesmen, but the clouds also acted as a smoke screen masking their movement.

The Horde coughed and gagged on the foul odor until finally Hordak held out his arm and whipped up a hurricane like wind that cleared the air of the gaseous clouds. Once they were able to see again the Horde found themselves virtually alone as the evil warriors had apparently retreated to safety. However, though Beast Man had apparently been carried away by his allies, Tri-Klops still remained on the ground having been left behind.

"Not much for loyalty are they?" Hordak's pupil muttered in disgust. "Grizzlor, can you track them?"

Grizzlor sniffed the air then gagged and covered his nose. "Forgive me but no. There's too much lingering stench from that odor spewing freak for me to pick up on where they went."

"Forget them then," Hordak snarled. "I shall deal with them later. For now let us return to the sanctuary, so that we may properly imprison the captive and take a short rest. I do not want anyone weary from battle when we attack the castle."

"Then we are finally ready to assault the true target master?" the young warrior asked, a hint of eager anticipation in her voice."

"Yes child," Hordak grinned. "I wanted to have you engage in some smaller battles first to warm up your skills. But now I believe the time is right. Before the sun sets this day the walls of Grayskull will come crashing down!"

* * *

Glimmer continually looked all around her as they progressed through the vast disturbing terrain. He-man couldn't blame her for her nervousness. Even though the sun was now up the extra light provided little comfort. In fact being able to see the foreboding surroundings better only helped make them all the more disturbing. But, he supposed, it wasn't called the Fright Zone for nothing.

Fortunately, most of the fearsome creatures that roamed the realm, such as the ones that had attacked him and Evil-Lyn, were staying hidden. No doubt avoiding the sunlight more then them. A few stray snakes or birds chose to make their presence known, but Glimmer quickly dissuaded them with a flash of her powers. As she had said, most things in the Fright Zone didn't like bright lights.

Nevertheless, the young princess was far from relaxed. She had been feeling for some time that their progress was going much to easily. She had been in the Fright Zone long enough to know that, even in the relative safety of daytime, there should be far more activity than there was. It was as if something was keeping them at bay. Something that frightened even these fearsome beasts, and Glimmer was sure it was not simply her light.

"So far I'm unimpressed," Evil-Lyn commented after a while. "I was truly expecting more from this place."

"If we had gone out while it was still dark you wouldn't be saying that," Glimmer snapped, having long since grown weary of Lyn's attitude.

"That's as may be," He-Man said, "but still we're halfway to our goal already and haven't encountered any real trouble."

"Give it time," Glimmer said. "When it comes to the Fright Zone you never know what to expect. You can't let down your guard for even a moment. Don't trust anything. You never know what may strike, or when or whaaaaaaa!"

Glimmer's last word had turned into cry of surprise and alarm as suddenly her leg was pulled out from underneath her. He-Man instinctively began to draw his sword but Evil-Lyn put her hand on his arm and stopped him.

"Save your strength and concern," she laughed. "The little fool simply stepped in a hole." Indeed He-Man now saw that Glimmer's foot appeared to be caught between two rocks and that was all. Strangely though as she attempted to dislodge it her leg seemed to slip further down into the crack.

"Are you all right?" He-Man asked her.

"My leg," Glimmer said with shock. "Something's pulling on it!"

He-Man grabbed hold of Glimmer and attempted to pull her up but found that something was indeed drawing her downward. He tried hoisting her harder but stopped abruptly as she let out a yelp of pain. He-Man hesitated. Whatever was holding her had a firm grip and he feared if he tugged too hard he may wind up pulling Glimmer's leg out of its socket.

Changing tactics, He-Man reached down and began attempting to pry her foot out of the grip of whatever was holding it beneath the stone. Suddenly though, taking him totally by surprise, the rocks spread apart then quickly closed again around his hand and began sucking his arm down along with Glimmer's foot. He-Man quickly yanked his arm back, his super strength proving too much for whatever had grabbed him.

Looking down He-Man saw that the rocks had given a little while releasing him but now swiftly closed again around Glimmer's leg before she could completely extract it. Once more Glimmer found herself slipping down into the stones and suddenly both of them realized the truth. There was nothing beneath the rocks attacking. The stones themselves were alive, and they were trying to eat her!

Acting quickly He-Man stood, drew his sword and brought it crashing down on the stone. The rock cracked and crumbled enough for Glimmer to pry her foot loose and scramble away. He-Man followed after her moving away from the stones and into the shelter of the wooded area, hoping that the trees would provide some protection keeping them hidden from any further dangers.

"Thanks," Glimmer panted, catching her breath. "That was a close one... look out!"

Glimmer's warning came a fraction too late as He-Man's tactic backfired. The branches of the tree behind him suddenly swung around and ensnared the mighty warrior in a vice like grip. He-Man's arms were caught in such a way that he was unable to move his sword to cut into the tree and as he attempted to break loose with his sheer muscle, ivy vines shot out and wrapped around his throat choking the air out of him.

Glimmer attempted to rush to his aid only to be grabbed by another tree herself. She tried using her powers but the trees were completely unaffected by her bursts of light. The branches just continued to squeeze them tighter. The more they struggled, the more painful it became for themselves. Just when all seemed hopeless though the two trees suddenly released their grip as their upper limbs burst into flames. Turning as he broke free He-Man saw that it had been Evil-Lyn who had saved them by casting a fireball at each of the attacking plants.

"Hurry," she said to them both, "Don't waste time just move!"

She didn't need to tell them twice. All three ran as fast as they could past the deadly trees, which continued to flail their burning branches about as though writhing in agony. Part of He-Man felt a twinge of remorse and pity, but he forced himself to think of them as he would one of Evilseed's monstrosities or Skeletor's bone warriors instead of a sentient creature.

"I suppose I should be grateful for that," Glimmer said once they were a safe distance away. "But I can't help pointing out that you could have incinerated us with that move."

Evil-Lyn sneered, "I was actually more concerned with the chance they'd attack me than with either of your well beings. I seem to remember saying I wouldn't wait for you if you fell behind. I'd advise you to be more cautious because next time I may just leave you to your fate."

"I'll remember you said that the next time you need my help," Glimmer snapped.

"Your help?" Evil-Lyn scoffed. "Your job was to use your so called expertise of the area to help us avoid any trouble, and so far you've managed to get caught in one trap after another!. As I see it I'd be no worse off without you. In fact, I'd probably be making better time. Meanwhile, without my magic, you'll never stabilize the dimensional tear into a portal. It's you who need my help, not I yours. You would do well to remember that!"

With that Lyn turned and continued on her way. Glimmer glared at her in anger for a moment before following at a distance.

"Refresh my memory," she whispered to He-Man. "You two are normally enemies right?"

He-Man nodded. "But right now we need to work together."

"I know." Glimmer said. "But I was wondering, how would you feel about just leaving her here after she creates the escape portal?"

He-Man shook his head. "No. Detestable as she can be, no one deserves to left in this horrible place."

"Yeah, you're right," Glimmer sighed. "Awfully tempting though isn't it."

He-Man was about to answer when he noticed that Evil-Lyn had come to a stop up ahead and was staring intently at something on the ground. As he approached he gasped in shock at the horrific sight. It was one of the creatures that had attacked them when they had first arrived. Or rather what was left of it.

The creature was clearly dead, lying in a pool of blood. A flock of vulture like birds were pecking away at, ripping away bits of flesh to satisfy their hunger. But most disturbing of all was the fact that it was only half a body. The entire back end, both flesh and bone was missing without a trace.

"These things appear to be more dangerous than they look," He-Man said, indicating the birds which momentarily glanced at them but simply continued to dine on the carcass.

"They didn't kill it," Glimmer said. "These are just scavengers. Besides, look at the wound. Whatever split this thing in half did it in one move. And it appears it was done with teeth."

"These beasts are no pushovers," He-Man said. "What could do such a thing?"

"Only one creature in the Fright Zone is capable of something like this," Glimmer gulped.

Evil-Lyn turned to face her, a rare look of concern on her face. "The Beast Monster?" she asked simply. Glimmer nodded.

"And what's more," she added. "This was done recently. The blood hasn't dried any and the corpse isn't rotting yet. Which means the Beast Monster may still be nearby!"

No sooner had she said this than a familiar roar pierced the sky followed by thunderous footsteps. The trio exchanged a glance and began running as quickly as they could. But this time there was no safe haven. No cave to hide in. And no darkness to mask their presence. Try as they might to flee the footsteps continued to draw ever closer. Finally when the unmistakable sound of trees crashing apart came from directly behind them did they finally glance back and got their first real look at the Beast Monster.

The creature was a least as big as a full grown dragon if not larger. Similarly, it had a reptilian appearance with a long serpentine neck. Its head seemed almost disproportionately large for its body. It glared down at them with huge slit pupil eyes, then opened its enormous mouth, showing off dozens of long sharp teeth, and let out a massive roar.

That did it for Evil-Lyn. She wasn't about to wait for the monster to strike and instead sent a wave of energy flying at its head. The beast flinched slightly at the impact but neither succumbed to the blow, nor backed off. Lyn fired a few more waves but it shook these off as well then snarled loudly.

"You're just making it mad," Glimmer shouted.

"As if you could do any better!" Lyn shot back.

"Shield your eyes!" Glimmer said, more to He-Man than Evil-Lyn. She placed her hands on both sides of her tiara and the gems embedded in it and her gauntlets began to glow brightly. Just as the Beast Monster prepared to strike at them, her powers flashed in an enormous burst of light. The monstrous creature reared back screeching in pain and shook it's head, momentarily blinded.

"Move," Glimmer shouted. "I don't know how long that will hold him off!"

Again they took off as fast as they could run. He-Man brought up the rear, continually glancing over his shoulder to see if the Beast Monster was pursuing them. As a result he wound up running into the other two who had come to a sudden unexpected stop as they had run out of ground to flee on and were now standing at the edge of a tall cliff. He-Man nearly knocked both of them over the edge as he ran into them, but managed to catch their shoulders and pull them back.

"I think we took a wrong turn," he muttered.

"Now what genius," Evil-Lyn growled at Glimmer.

"Working on it."

"Could you do it a little faster?" He-Man said as the Beast Monster came into view. It could see that its prey was cornered and slowly moved in, fury burning in its reptilian eyes.

"What was that about making it mad?" Lyn sneered.

He-Man drew his sword but backed away from the approaching animal until he could go no further. It appeared he was going to have to fight but he wasn't sure even he was a match for such a beast.

"If anyone has any last minute heroics, now is the time," he said.

Glimmer suddenly boned up her courage, moved so she was between He-Man and Lyn and placed a hand on each of their arms. "I've got one trick left that might save us. Brace yourselves though, I've never done this with anyone else before!"

Before He-Man could say anything he felt a strange sensation flowing over his body. It was almost like the feeling he got when he was teleported but it was combined with the pins and needles prickling that comes when your foot falls asleep. Only this was over his whole body. As the sensation intensified with it came an ever brightening glow that surrounded all three of them.

The Beast Monster stopped in its tracks, momentarily confused by the light surrounding its victims, but then bellowed and charged with fangs bared. He-Man was about to break away from Glimmer to defend them against the attack when he suddenly found he could not move. Just as the monster reached their position the trio vanished in a flash and its jaws snapped around pure emptiness where they had been.

Confused the creature turned and craned its neck while sniffing the air. But there was not a trace of its would be meal anywhere. Filled with rage the monster threw its head back and let out a roar to shake the heavens. It didn't know what had happened. It didn't know where its prey had gone to or how. But it did know they were around somewhere. And now it was more determined then ever to find them.


	8. Chapter 7

If they were not a representation of pure evil the Horde Troopers might have been admirable soldiers. They continued to march on non stop, pausing only to attack and decimate anything or anyone directly in their path, but not deviating from their ultimate goal. Despite the fact that Hordak and all his top warriors had vanished from their ranks, the armored soldiers continued to advance across Eternia at an unnatural pace guided by no one but a few of the Horde mages who, in truth, were simply floating along above the masses with their arms outstretched. Their hands glowed slightly but otherwise they appeared to be doing nothing at all.

The troopers spoke not a word, nor did they react to anything those they attacked said. In fact they seemed to pay little regard to anything beyond knowing when a structure was destroyed or an adversary was slain and moving on. What's more was the unbelievable pace at which they had already crossed from the dark hemisphere well into the light in only a few hours. They had not stopped to rest once and yet they showed absolutely no sign of fatigue.

"These guys aren't human," a young Royal Infantry Officer said as he stared at the approaching army.

"No one ever said they were," Buzz-Off replied next to him.

"Cut the chatter," RIO Blast snarled. "It doesn't matter who these guys are or where they come from. We need to stop them before they get any further."

"Indeed," Stratos agreed. "If Man-At-Arms' calculations are correct- and they almost always are- the Horde is on a direct line for Castle Grayskull."

"And at this rate they'll be there before nightfall," Hawk added.

"Our task is only to slow them down while the others fortify the castle grounds," RIO Blast said. "But frankly I'm all for putting an end to it here and now." He turned to his men and began barking orders. "RIO Flight, I want you to go with the bird men and provide air support. RIO Speed, take a squad, circle around and try to flank them from the side."

"You got it sir," RIO Speed nodded.

"And watch yourself kid, I don't want to have to tell that sister of yours we lost you."

"I know," RIO Speed laughed, "I'll take an army of enemy soldiers over a pissed off Reina any day!"

RIO Blast smiled and turned his attention back to the advancing Horde Troopers. Activating his multiple guns he gave the order. "All right, let's show these creeps what the Royal Infantry is made of!"

The entire infantry let fly with an impressive display of firepower that normally would have been overwhelming to an opposing army. That was actually one of the reasons the Royal Infantry was not used as often as the Royal Guard. Their raw power was considered something of an overkill.

Now however they were not even making up for limited man power. It seemed, despite being countless years old, the Horde Trooper's armor was composed of an alloy that was highly resilient. Though they would often be knocked down by the impact, the troopers simply stood up again and continued marching on. Luckily, because they came from such and ancient time, the troopers had no guns of their own to return fire. But it was only a matter of time before they would be close enough to engage in direct combat.

RIO Speed realized this and decided to jump the gun on the matter. His attempt at flanking the enemy was not proving effective. Ignoring the warning calls of his companions, he drew a sword and charged headlong into the troopers swinging like a madman and darting from one target to the next. He would deliver a devastating blow then quickly moving on to the next attacker without even bothering to ensure his previous assailant was down for good. The breakneck pace at which he moved, struck, and dodged made it instantly clear how he had earned his nickname of Speed.

However, RIO Speed really should have been paying at least some form of attention to the troopers he had already dealt with as they were now rising and moving in on him from behind. It would have been the end for the young soldier had he not had someone unexpectedly guarding his back.

"Watch it!" Sweet Bee shouted, dropping from the sky in a dive bomb attack that slammed the Hordesman into the ground before it could strike. Before the trooper could recover she grabbed it, lifted it above her head and threw it into a group of other troopers slamming them all down.

RIO Speed gaped at her display of power. "Wow! You're pretty strong, girl!" _And pretty cute,_ he added to himself. He was right on both points. Sweet Bee had inherited her mother's looks and, despite a few insect like features such as her antennas and wings, she was quite attractive. But her small frame held a deceptive secret. Although being half human prevented her from consuming ambrosia to increase her power, Sweet Bee was still half Andrenid and as such she was able to lift twice her own body weight.

Sweet Bee grinned at RIO Speed's compliment. She would never be as strong as a full blooded Andrenid, and that was something many members of the colony would never let her forget. Therefore, though she was not egotistical, it did her good to have someone praise her abilities.

Her happiness was short lived however as the Horde Troopers continued their assault and she and RIO Speed were now caught in the middle of their ranks, cut off from the rest of their allies.

A Horde Trooper lunged at her so suddenly Sweet Bee barely had time to react. She manged to grab its weapon with one hand and prevented it from striking her. Her other hand she quickly placed against its head and shoved back with such force that she should have broken the trooper's neck or at least knocked its helmet off. In a way both happened, and at the same time neither did.

Sweet Bee gasped in shock at the sight before her. The trooper stood before her decapitated, a blank space where its head should be. Its helmet was in her hand, but it was empty and with no trace of blood. She glanced to the ground but there was nothing there. No sign of the missing head anywhere.

Sweet Bee looked back at the trooper and, gathering her courage, peered down into its body armor in the off chance that it had somehow drawn its head in like a turtle. Instead she saw nothing. Literally nothing. The trooper before her was nothing but a vacant suit of armor.

Breaking free from her attacker, Sweet Bee flew up and hovered about a foot above the heads of the troopers to get a better view of the masses. Now that she was close enough to get a good look (and was actually taking the time to examine what she saw) she noticed that several of the troopers had holes in their armor indicating injuries that should have been incapacitating if not fatal, But they were continuing on unaffected. There was not even a trace of blood in any of their wounds.

RIO Speed was taking note of this as well and was equally shocked. Putting it to the test he deliberately grabbed a trooper's helmet and ripped it off but again there was nothing. What's more removing the helmet was apparently not the same as removing the soldier's head because the remainder of the armor continued to come at him.

The young soldier stabbed his sword down the neck hole of the armor and thrust it around violently. Suddenly he could tell he had hit and broken something. The Horde Trooper stopped moving and collapsed at his feet as though dead. As it hit the ground what had broken fell out of the armor in pieces. It was a rib bone. No other bones were present in the armor and judging by the aged look combined with the cobweb that encrusted it, the rib's owner had been dead for quite some time.

The Royal Infantry had faced Skeletor's bone warriors before but this was something different. Neither RIO Speed nor Sweet Bee knew what was going on or how to counter it. The best course of action became quickly apparent.

"I think it's time to bid a tactical retreat," Sweet Bee said as she swooped down and grabbed hold of RIO Speed's arms.

"Agreed," he said realizing what she was doing. He took hold of her arms for extra support as she lifted him up and flew the both of them away from the enemy that was looking more and more undefeatable by the moment.

* * *

There was not much light in this part of the Fright Zone. The area was densely forested and just beyond an eerie fog covered everything. However that changed abruptly when a ball of light flickered in. A flash later and the light was gone again leaving the trio of Glimmer, He-Man and Evil-Lyn in its wake. Glimmer let out a gasp as if she had been holding her breath and nearly collapsed. Fortunately He-Man managed to catch her.

"What happened?" Evil-Lyn asked looking around. "Where are we?"

"If I aimed right," Glimmer said slowly, her voice sounding weak, "We should be considerably closer to our destination and, more importantly, far away from the Beast Monster."

"So you did teleport us," He-Man said. "It felt so different I wasn't sure what was happening."

"If you have the ability to teleport us why didn't you say so sooner!?!" Evil-Lyn snapped. "We could have just gone straight to the tear instead of waisting our time nearly getting killed!"

"First of all," Glimmer groaned, "As I said before, I've never tired to teleport anyone other than myself before. I wasn't sure if I'd be able to do it so I wasn't going to chance it unless absolutely necessary. Second, in case you didn't notice, it took everything I had just to move us this far!"

He-Man helped Glimmer over to a boulder sitting nearby and, after carefully prodding it and making sure it wouldn't try to devour her, sat her down to rest. After taking a few deep breaths she continued.

"The kind of teleportation that the Horde used to send us here involves essentially bending space to form a quick bridge between two points and stepping across it. I can't do that, but what I can do is use my powers to turn my body into a beam of light and move with the speed of such."

"I see now," He-Man nodded. "You didn't know if your powers would affect us or not."

"Right," said Glimmer. "It's a big enough strain on my own body. I wasn't sure if I'd be able to rematerialize us. But when the alternative was being lunch, I decided it was worth chancing. Thankfully my gamble payed off."

"That still doesn't explain why you didn't take us all the way to the tear now," Lyn scoffed.

"Weren't you listening?" Glimmer snapped. She started to stand up to confront Lyn but staggered a bit and sat back down putting her hand to her head. When the dizziness passed she looked up. "I already told you, it took everything I had to move us this far. While it's true you can cover a lot of ground moving 186,000 miles per second, I can only maintain that speed and form for a fraction of a second. Moving all three of us has left me totally drained."

"Don't worry about it," He-Man said. "You did a great job. You've earned a rest."

"I think not," Evil-Lyn scoffed. "I stand by my earlier statement. I told you I wasn't going to wait for anyone and so I'm not."

"What is with you?" He-Man shouted. "Glimmer just saved your life, _again_, yet you show no sign of gratitude. The least you could do is give her a chance to recover her strength."

"It has nothing to do with a lack of gratitude or personal feelings," Evil-Lyn said unconvincingly, "I'm simply being practical. Every moment we waste here is a unknown amount of time Hordak is using to tighten his grip on Eternia. On top of that, the Beast Monster is undoubtedly still on the hunt and we need to keep as much distance between us and that abomination as possible. Not to mention all the other bloodthirsty creatures that are lurking about. The plain simple fact of the matter is there is no time to waste. I cannot afford to wait for anyone unable to take care of themselves."

Evil-Lyn turned and began walking away leaving the two of them behind. However she only got three steps before an enormous fly trap like plant pod dropped out of the tree above and snapped shut around her before she had time to react. He-Man calmly pulled out his sword and sliced the pod open spilling her out, dripping with plant juices and looking completely shocked.

"What was that you were saying?" he smiled. "Something about not waiting for anyone who can't take care of themselves?"

Evil-Lyn sneered at his smart-ass sarcasm and spat, "That's right. We can't afford to wait." He-Man crossed his arms and stared at her firmly until she added, "So you'll just have to carry the girl until she's strong enough to walk again."

"That's what I thought," He-Man nodded, bending down so Glimmer could climb on his back.

* * *

"I'd really rather not be doing this," Teela moaned.

"I'm not too happy about going to him either," Man-At-Arms agreed. "But we need as much help as we can get, and while I can't speak favorably about his personality, Zodac is still our ally."

"That's debatable," Teela muttered under her breath. In spite of his help in the past and the fact that it was Zodac who had ultimately defeated King Hiss, Teela could never forgive the fact that Zodac had allowed the Snake Men to be freed from the void in the first place.

Dozens of lives had been lost as a result. Not only soldiers in battle, but innocent villagers had suffered and died. Reports of missing people had seen a drastic increase during that time and Teela was positive most of them had wound up as King Hiss' meals. And then there was the devastation wrought by Serpos. None of it would have happened if it were not for Zodac and no matter what anyone -even He-Man- said, in Teela's eyes he was no better than the villains themselves.

As they entered Zodac's retreat the heroes found him sitting cross legged in the middle of the room, his eyes closed as though in deep meditation. Man-At-Arms hesitated a moment, but when the Cosmic Enforcer made no sign of acknowledging their presence he politely cleared his throat and began.

"I'm sorry to intrude Zodac but..."

"You have come to seek my aid in fighting Hordak," Zodac finished without moving or even opening his eyes.

"Yes," Duncan nodded. "We have little time. The Horde is heading for Grayskull and He-Man has been taken from us. Your assistance could mean the difference between victory and defeat."

"Perhaps," Zodac said. "but I am afraid I am unable to help you."

"I knew it," Teela growled. "His enemy's dead so he doesn't need to fight anymore."

"Teela please," Duncan interjected. "Zodac, I can't force you to help us, but Eternia is in dire need of fighters of your caliber."

"I understand" Zodac said in a calm tone that seemed devoid of emotion. "I pray to the Elders for your success in defeating your foe. But I say again, I am unable to help you."

"We're wasting our time here," Teela snapped, turning to leave. "Zodac only fights when it suits his personal desires. He cares nothing for the rest of Eternia."

"You are wrong," Zodac said, finally opening his eyes. "It is for the sake of Eternia's welfare that I must stay out of this conflict."

"What are you talking about?"

"I did not say I did not wish to help you," Zodac explained, "I said I was unable. Years ago a pact was made between Hordak and the Cosmic Enforcers. Because of this, I am strictly forbidden to take up arms against him. Were I to break that agreement in order to aid you, it would bring the fury of the Cosmic Enforcers down upon all of Eternia. The result would be far more devastating than any damage the Horde may do."

"Why would the Cosmic Enforcers make a deal with the Horde?" Man-At-Arms asked.

"That is a matter I do not discuss," Zodac said firmly. "I can only ask that you trust I have Eternia's best interests in mind."

"I will take a lot more than your word for me to trust you," Teela sighed. "We should go, father. He's made his decision and it's clear he's not going to change his mind. We need to get to Grayskull."

"No," Zodac said suddenly. "You need to go to Snake Mountain."

"What? Why?"

"I cannot directly assist you in battle," Zodac sighed. "But I can give you information and trust you to make use of it. Go to Snake Mountain first. You will find what you need to defeat Hordak there."

"What is it? How will we know what to look for?"

"You will not need to look. It will appear before you shortly after you arrive, provided you go now. Otherwise you may not arrive in time."

Man-At-Arms wasn't sure what Zodac meant. He couldn't tell if he was making the right choice. Nevertheless, as soon as he and Teela boarded the Wind Raider, he immediately set course for Snake Mountain as fast as the engines could take him.

* * *

"The forces should reach the castle grounds within the hour," Shadow Weaver said.

"Excellent," Hordak gloated as he looked over his warriors. They were all in high spirits, laughing and gloating as they gorged themselves on a banquet feast composed of food they had taken during the sacking of Nordling. Hordak's young protégé had never seen the warriors so gleeful over food and mentioned it to Hordak.

"They have not had true food in a very long time," Hordak laughed. "In Despondos we were forced to rely on limited resources and our magic to produce sustenance. While it was enough to provide nutrition needed to survive, no concoction can capture the taste of a fresh meal."

"I still do not understand their behavior."

"That's because you haven't partaken of our feast yourself. Here, try a lusciberry," Hordak said handing her a fruit that looked like a strawberry but was the size of a coconut. The fighter hesitated but, not wanting to disobey her master, took a small bite.

If anyone had been able to view her face at that moment they would have seen her eyes grow wide in pleasant shock. What everyone could see was her firmly grip the lusciberry with both hands and take as large a bite as her jaw would permit. Savoring the flavor as juice ran down her chin.

"The sweet taste of victory," Modulock grinned, coming up beside them.

"Indeed," Hordak nodded. "How is our guest? I couldn't help noticing his screams of pain ended some time ago."

"Oh he's resting uncomfortably," Modulock snickered, wiping blood off his clawed hands. "I was merely conducting a few preliminary tests, nothing serous yet. I have big plans for dear Tri-Klops, my lord. Very big p..."

Before he could finish a strange purple mist began to fill the room. Then from out of the mysterious cloud a new figure appeared. At first Modulock gaped in shock as it appeared to be Skeletor but it soon became clear that, though he had a mere skull for a head, this was an entirely different being.

His skin was black, as opposed to Skeletor's blue flesh, except for his neck (another difference)which was as white as his skull head. His eye sockets glowed with a fiery red hue that formed slit, viper like pupils. He wore a long purple cape with a high collar and carried a scythe like weapon. He apparently had seen his share of battle as there was a large crack in the center of his forehead.

"I seek the one known as Hordak, the intruder said.

"You have found him," Hordak sneered. "Speak quickly, and state your business. I do not take kindly to trespassers."

"I am Scare Glow, warlord from a world alien to this one," he said without the first sign of intimidation. "It was told to me, by a pair of sniveling cowards, that you are an enemy to the one known as Skeletor. And that you have recently returned to this world from another."

"That is correct," Hordak said rising from his throne. "Are you here to challenge me on his behalf?"

"Hardly," Scare Glow scoffed. "I despise him. He tore me from my home world and then refused to send me back, trapping me on this pathetic mudball of a planet."

"Sounds like something he'd do," Modulock mumbled.

"If you came to ask us to deal with him you are too late," the cloaked girl stated. "My master has already dealt with Skeletor."

"Actually I have another purpose here," Scare Glow said. "I almost destroyed Skeletor's minions but then they told me something very intriguing in exchange for their lives. I would seem you have at your disposal the power of dimensional travel. You can send anyone anywhere."

"So you have come to ask me to return you to your own world," Hordak said, getting the picture. "What do you offer for me in return?"

"It's more a matter of what I will do to you if you don't," Scare Glow snickered.

"You think to threaten me?" Hordak snarled in anger.

"Understand this," Scare Glow snarled back, "I care nothing about you or what trifles you have with this world. You are welcome to it. I have no intention of standing in your way. But the fact remains, in you it seems I have finally found a way to return to my rightful place. Send me home and I will trouble you no more. Oppose me and you will fall victim to your greatest fears."

"Allow me to remove this babbling nuisance for you master," Modulock said, advancing on Scare Glow morphing his arms into jagged blades. The skull faced villain however simply held out his arm and suddenly his entire skeleton began to light up with a supernatural glow, shining through his skin.

Modulock scoffed, "If you think that is enough to frighten me, then you..." He stopped in shock as his skin began to turn pale and sickly. Then his whole body began to rot and decay away.

"No!" he shouted. "This can't be! Not the plague! I'm cured! I was cured! NOOOO!!"

The rest of the Horde stared in wonder. Despite Modulock's screaming and curling up in frightened ball on the floor, they could see no sign of trouble. He looked completely unharmed and physically he was. Though he had no way of knowing what he saw was merely a fear induced illusion.

Scare Glow turned his attention to Hordak. "Unless you wish to have your deepest fears come to life, you will give me what I want!" Hordak simply snorted and Scare Glow went on. "Yes, this is where you try to tell me that you have no fears. Don't bother, I have heard it many times before. You may hide them, even from yourself, but they are there."

Again Hordak simply snorted, "Perhaps, perhaps not. Either way it makes no difference. It will take more than mere illusions to overcome my power. I must say your power intrigues me though. I might have a place for you in my army. Once you learn a little respect first. Respect is something I demand from everyone enemy and ally alike!"

Scare Glow grinned, an oddity considering his face was a skull. "The problem with that is how do you know when someone is faking it?"

"I have no time for your riddles," Hordak growled. "You will..."Hordak was cut off by a spray of the black liquid that was his blood erupting from his chest. He looked down to see the blade of a sword sticking through his chest, having been plunged in through his back. Turning around his eyes grew wide in shock to see the sword in the hands of his young protégé.

"My child!" he gasped.

The mysterious youth drew her sword out of his back and plunged it into his chest. "I am not your child!" she said. "I have never been yours!"

Hordak staggered backwards and collapsed onto his throne as the fighter again withdrew her blade and advanced for the kill. "Did you really think all your lies and deceit could keep you safe? Did you honestly believe you could deny me my destiny? Or escape your own fate?" She raised her sword to bring it down on his head. Hordak found himself unable to move or speak. But just before the final strike landed everything stopped. The fighter vanished from in front of him. Glancing around he saw her still standing to the side, her sword safely sheathed, looking at him in confusion.

"Master?"

Hordak looked down and saw his wounds gone without a trace, as though they had never been there. Quickly he realized they hadn't been. Scare Glow had successfully gotten to him. Hordak turned back to the specter warrior in anger.

"That was merely illusion," Scare Glow snarled. "If you do not send me back to my world immediately they will become reality!"

"It's not that easy," Modulock said, standing up. The effects of Scare Glow's power had worn off of him as well but he was still a bit shaken. "I have no idea where you come from and have no way of calculating the code needed to send you there. Now if I could take a blood sample from you, I could feed it into my device and have it scan for a dimensional signature that matches. However the process will take time. Possibly months."

Scare Glow stood in silence for a long while considering this. Finally he took his scythe and slit it across his palm. Quickly Modulock grabbed a goblet and held it out to catch the dripping blood which shone with the same greenish glow as Scare Glow's bones.

"I will return soon to check on your progress," he said. "I trust you will have made at least some leeway by then. If I am not satisfied with the results, the consequences will make what you envisioned today seem like a blessing!" With that Scare Glow vanished in a plume of purple smoke.

"Can your device really do that?" Shadow Weaver asked once he was gone.

"Of course not," Modulock grinned, looking fondly at the blood sample he now had. "I may be a genius, but that would require technology decades ahead of its time. However, now that I have some of his blood I can analyze it to study his power. With that I should be able to duplicate its effects for our benefit. I may also be able to produce an antidote making us immune to his power in the future."

"You'd better hope so," the cloaked fighter said. "Because if he learns the truth you're going to need it."

"Forget about him for now," Hordak said. "We have more immediate concerns. Everyone prepare yourselves for battle. Modulock, set your key to take us to Castle Grayskull. We leave in half an hour."

As the warriors carried out their orders the cloaked figure turned to her master. "Is everything all right master? You seem troubled."

Hordak glanced at her then simply shook his head. "No child. Everything is fine. There's nothing to concern yourself over."

The girl nodded but she could not help noticing something odd. Though she had no reason to doubt her master's words there was something that bothered her. Something in his voice and the way he looked at her. Until now he had always gazed upon her with pleasure and pride. But just now as he looked upon her, she could almost swear he was staring at her with a hint of fear.

* * *


	9. Chapter 8

**Chapter Eight**

"Feeling any better?" He-Man asked Glimmer over his shoulder.

"A little bit," Glimmer nodded. "But still pretty weak. Sorry to be such a burden."

They had finally reached the cliffs where the dimensional tear was, however it was at the top and the only way there was to scale the rocky terrain up to it. While Glimmer had regained enough strength to stand and walk, she was not physically up to rock climbing yet. So it was that she once again clung to He-Man's back and he did all the climbing himself. Glimmer couldn't help feeling sorry for making him carry her, but the heroic warrior simply shook it off.

"Don't worry about it," He-Man said. "It's really no trouble for me at all. Besides I still owe you big for all your help."

"I've never felt so drained before," Glimmer muttered. "I'm starting to think if it wasn't for my crystals, that move back there would have killed me."

"What do you mean?"

"These aren't for decoration," Glimmer said, doing her best to gesture to the gems in her outfit while still holding on to him. "They're mystic crystals for my powers."

"I'm confused," He-Man grunted as he made a difficult stretch to the next handhold pulling them up. "Are they a power source for your magic?"

Glimmer shook her head. "No, my powers come from my body naturally. However they can be difficult to control properly. The crystals are placed in precise areas on my outfit to maximize efficiency. They work to focus, channel and amplify my magic. Without them my powers can be chaotic and unreliable."

"I see now. A friend of mine has a similar problem," He-Man said, thinking of Orko and how unpredictable his magic became after he had lost his wand.

"We've already established that you're an amateur," Evil-Lyn scoffed. "You needn't remind us constantly.

"I really hate that woman," Glimmer snarled as they reached the top of the cliff and He-Man set her down.

"Well thankfully our association is now at an end," Evil-Lyn smirked as she approached the sparkling dimensional tear cautiously. "Once I stabilize this tear into a doorway back to Eternia we shall be parting company."

He-Man was just thinking how that would be a welcome event when he was struck by a realization. "Hold on. You need to create a portal to Etheria first so we can send Glimmer home."

"Fool," Lyn scoffed. "I couldn't do that even if I wanted to. I've never been to Etheria. I'd never even heard of it until we met her. It is simply impossible for me to open a portal to somewhere if I don't know where it is."

"You knew this all the time!" Glimmer gasped. "You never intended to help me get home did you?"

"I would have thought by now it was abundantly clear I am only interested in helping myself," Lyn sneered. "I suppose it might be worth bringing He-Man home. Loathe though I am to admit it, I may need him in order to rid Eternia of Hordak. Your world however I care nothing about."

Lyn turned her attention back to the dimensional rip and began casting the necessary magic to turn it into a portal. Her concentration, and thusly the spell, was broken by He-Man suddenly grabbing her wrist. Looking at him she was surprised by the expression of anger on his face. It was not something often seen in the heroic warrior.

"I've had enough of your attitude Lyn," he snapped. "You're not going anywhere until you've helped Glimmer. I may not know much about opening portals but I do know enough about magic to know that finding her home is not as impossible as you're making it out to be. Scan her memories, channel your spell though her or whatever you have to do just do it now!"

It took a few moments for Evil-Lyn to adjust to the shock of He-Man's tone. When she finally spoke again it was in a calm and slow voice.

"It's true He-Man, I could find her home world if I really tried. However, there are logical and practical reasons why I still will not do it. You were right when you said you don't know much about opening portals. More specifically you clearly don't understand how natural dimensional rips work. Now don't take that personal," she hastened to add, "Even we magicians do not fully understand how they form or why. They can be very unpredictable."

He-Man was still not about to give up but he did loosen his grip on her wrist as he listened. Lyn continued to speak slow and calm with no trace of shrewdness in her voice.

"If I were to make this tear into a portal to her world you and I would then have to close the portal and wait for the tear to reform before I could make another portal to Eternia. There is no way to know how long that will be. It may be only a few minutes or it may take days, weeks, even years. In fact it's possible the tear may never reform at all! Are you willing to risk being trapped here forever, knowing full well that all the while Hordak is ravaging everything and everyone you hold dear, in order to send a girl you barely know back to a world that is already under the control of powerful dark forces?"

He-Man let go of Lyn fully and looked down, trying to come to terms with what she was saying. If it was true, and somehow he honestly felt it was, then he was forced to make a difficult decision. The oath he took when accepting the power of Grayskull stated he would do everything to protect Eternia, yet he was also to help the innocent. He couldn't just abandon Glimmer, but could he really risk not being able to go back and save Eternia from Hordak?

Seeing the indecision on his face Evil-Lyn quickly went on, "Even if you were willing to take that risk I must add that it would take a considerable amount of time for me to find this Etheria no matter what kind of help the girl would be willing to give me. As I've said more than once, time is something we have precious little of."

"Less than you think," Glimmer said. Turning towards her He-Man saw she had wandered over to the cliff's edge and was staring down with a look of horror on her face. Hurrying over he looked down and gasped in shock as he found himself staring into the face of the Beast Monster.

"How did it catch up so quickly and without us seeing or hearing it coming?" He-Man asked in shock.

"You got me," Glimmer said. "By all accounts it doesn't make sense."

The ferocious creature glared up at them and let out a savage snarl. Slowly and awkwardly it began to climb up the rock side. Stone cracked and crumbled under its weight but it was gaining ground and would soon be upon them.

He-Man realized he had to make his choice now. Suddenly the most obvious solution hit him like a bolt of lightning. Turning around he shouted, "Evil-Lyn! Make the portal to Eternia now! We'll take Glimmer with us!"

Turning back to the young princess he quickly said, "Don't worry. I have friends on Eternia who are masters of both magic and science. I'm sure they'll be more than willing to help you get home and in the meantime you'll be safe among friends. It's better than being stuck here with that thing."

Glimmer nodded and whimpered, "Okay."

Evil-Lyn apparently had already started on the spell even before He-Man told her to as the sparkling energy that was the dimensional rip had ceased to flicker wild and uncontrollably and was now forming into a tight ball. Nevertheless the process was taking too long for comfort. Glimmer kept glancing back and forth between Lyn and the cliff's edge where the Beast Monster grew ever closer.

"Hurry!" she shouted.

"I could if you shut up and let me work," Lyn snapped.

Glimmer actually did remain quiet at first, her fear outweighing her annoyance at Lyn. However when the Beast Monster's head appeared over the cliff and its neck began moving towards them she could no longer be silent.

"We're out of time!"

"I've almost got it. Just keep the beast distracted for a minute."

"How do you suggest I do that?" Glimmer shouted. "I can't generate so much as a spark."

Evil-Lyn turned her head towards Glimmer and snarled in anger. "Well then we'll just have to give it what it wants!" With that she moved one hand away from her spell and fired a blast that sent Glimmer flying away right towards the monster.

Glimmer quickly recovered and scrambled to get away but the Beast Monster moved fast as well snapping at her. Although it missed her body, the creature's teeth clamped on to the back of her skirt. As it lifted its head Glimmer was pulled up so she now dangled helplessly from its mouth like a mouse caught in a cat's jaws.

Evil-Lyn chuckled sinisterly to herself but otherwise ignored Glimmer's plight and completed the spell forming a glowing yellow vortex. He-Man wanted to punch Evil-Lyn's face in for what she had done, but saving Glimmer took priority. He took off towards the Beast Monster glancing back over his shoulder only when he heard Lyn's voice call out.

"Better hurry He-Man. This portal won't stay open long after I pass through." Without another word she jumped into the mystic gateway and was gone. He-Man promised himself he would get back at her but did not turn and continued forward. Despite the risk, he would not abandon Glimmer.

He-Man jumped into the air, launching himself towards the Beast Monster's face. Either the animal took no notice, or it knew what he wanted and was going to deprive him of it. Whichever the case was it jerked its head up and back, flipping Glimmer into its mouth. Before it could close its jaws fully though He-Man shot his gauntlet claw out and grabbed on to one of the beast's teeth. Normally He-Man used the claw to pull things toward him but in this case he did the opposite and used the retraction to quickly draw his body up to the mouth and, without even thinking about it, flung himself in as well.

Glimmer tried desperately to pull herself up and forward but kept slipping back on the monster's tongue. He-Man managed to plant his feet against the actual jawbone and shot his claw out grabbing her and pulling her to him. Images of the time he had rescued Man-At-Arms from the belly of Mer Man's bloated pet filled his mind as Glimmer clung to him while he used all his strength to push the monster's jaws apart.

This naturally did not escape the creature's notice and it tilted its head back suddenly trying to force them down into its throat. He-Man shot out his claws again grabbing a tooth but this time the creature closed its jaws and ground its teeth together finally snapping the metal and breaking his lifeline. Nevertheless He-Man managed to snag and maintain a grip but now he was in a horizontal position with Glimmer dangling off him, desperately clinging on for dear life. He could not see how to escape this situation and the knowledge that the portal home was closing made it harder to concentrate.

Luckily Glimmer saw the answer. She had been right about the Beast Monster having killed and eaten the wolf creature earlier as its scorpion like stinger was stuck wedged in the teeth of the beast. Reaching out she grabbed the stinger and drove it into the soft flesh of the monster's mouth. The beast opened its mouth roaring in pain and He-Man used the opportunity to launch the two of them out to safety.

Picking himself up as he hit the ground, He-Man looked to see the portal still open but barely. It was shrinking and closing fast. Grabbing and holding Glimmer close to him he leaped into the vortex, barely squeezing through. The Beast Monster was right behind him, but snapped its jaws shut a moment too late as the portal sealed taking away its meal.

Pure fury filled the animal. It had nearly had them. They had been in its jaws and yet managed to escape! Somehow the creature knew this time they were lost to it forever and let out a roar of anger that echoed throughout the entire Fright Zone. All other inhabitants of the land slunk into hiding at the sound. The Fright Zone had always been a place of fear and danger but it was going to be particularly bad that day.

* * *

Man-At-Arms and Teela trudged carefully through the corridors of Snake Mountain half expecting to be ambushed by Skeletor's warriors at any minute. Surprisingly though, they had encountered no one. It was as though the entire fortress had been abandoned. While they didn't particularly want to run into any trouble, the lack of any form of presence was hauntingly disturbing. The fact that they really had no idea what they were looking for didn't help either.

"Leave it to Zodac to give us help that's actually no help at all," Teela moaned.

"He is bound by rules we cannot begin to comprehend," Man-At-Arms said.

"Assuming anything he says is true," Teela scoffed. "I don't trust him father. For all we know his so called pact between the Horde and the Cosmic Enforcers is actually an alliance and he's just trying to keep us away from the battle where we should be."

Duncan shook his head. "I seriously doubt that, Teela. If he was working with Hordak he could have just eliminated us himself. We know from past experience that we're no match for him in battle."

"Perhaps," Teela conceded. "But even if he is telling the truth, his directions were ridiculously vague. He said what we needed would appear before us at Snake Mountain, but he didn't say how soon, or exactly where. I mean should we be moving around in here or should we sit still? Should we have even entered Snake Mountain or should we have waited outside? Are we looking for an object or a person or what?"

"I see your point," Man-At-Arms sighed. "And we can't afford to spend too much time here. I still need to check in with the king and ensure Eternos is secure before we head to Grayskull."

"That's true," Teela nodded. "I'd hate to think Hordak was misleading us into sending all our forces to the castle only to have him attack the palace instead."

"Still, I'd hate to leave too soon and pass up acquiring what we need to defeat Hordak."

"What we really need is He-Man," Teela sighed.

"I know, but unless Zodac was implying we'll find a clue as to He-Man's whereabouts I don't think..." Man-At-Arms was cut short by the sudden appearance of a glowing yellow vortex. A moment later Evil-Lyn emerged and looked around hurriedly. Seeing them she was momentarily startled, but then actually smiled. Albeit with a sinister smirk.

"For once I'm actually pleased to see you," she laughed. "It means my portal worked and I'm back on Eternia."

"Evil Lyn?" Teela gasped. "Where did you come from? We sort of thought Hordak had killed you."

"Thought or hoped?" Lyn scoffed. The scowl Teela gave her made the answer all too apparent. "No I'm quite alive, though Hordak will soon not be able to say the same."

"Now hold on," Man-At-Arms snapped. "We know you were there when Hordak escaped Despondos, and now you emerge from a portal saying you've made it back to Eternia. Where exactly were you? What happened?"

"I have neither the time nor the patience for an interrogation," Lyn growled.

"Let's cut to the chase. Hordak also made He-Man disappear. If you have any idea what's happened to him..."

"You know," Lyn smiled. "If I hadn't already known that, you would have just revealed some rather crucial information. Not very sound tactics." She laughed at the look on his face as he realized she was right then went on. "Yes, He-Man was with me in that horrid place. The portal back was right there for him to use but it seems he has chosen not to join us."

They noticed now that the portal was growing smaller and fading, but just then He-Man burst through, still clutching Glimmer to him, and landed roughly on the ground right before it sealed.

"Hmm, it seems I spoke too soon." Lyn laughed.

He-Man got to his feet ready to face Evil-Lyn for her treachery, but before he could Teela rushed over and threw her arms around him. Forgetting Lyn for the moment he returned her embrace, equally relieved to see her.

"He-Man!" Teela said through tears of joy. "I was afraid we'd never see you again!"

"For a while so was I," He-Man sighed.

"We've been very concerned lad," Man-At-Arms said, relief shining through on his face as well. "Are you all right?"

He-Man nodded. "Yes. Barely!" he added turning to scowl at Evil-Lyn. This time she was not surprised or intimidated by his anger though.

"I see you made it."

"No thanks to you, you arrogant, lying, conniving, back-stabbing BITCH!" Glimmer shouted and before Lyn could react she delivered a powerful punch to her jaw that left the evil witch sprawled on the ground.

"Who's that?" Man-At-Arms asked.

"I don't know," Teela said, "but I like her already."

He-Man chuckled. "Glimmer these are my friends Teela, captain of the guard, and her father Duncan, our Man-At-Arms. Guys this is Glimmer she helped me escape that dimension and get back."

"Then all of Eternia owes you a great debt of gratitude," Man-At-Arms said to Glimmer. "But tell us, what happened to you? Where have you been all this time?"

"I'll explain everything," He-Man said. "But first I think it's more important that you bring me up to speed. What's Hordak been doing in my absence? For that matter, how long have I been gone?"

"Only a few hours," Teela said "But Hordak's been pretty busy. He completely sacked Nordling and his armies have been on a non stop march to Grayskull devastating everything in their path."

"Our attempts to slow their march have been futile," Man-At-Arms added. "And Hordak now has the ability to travel and appear anywhere on Eternia at will so he can easily destroy an area and be gone before we can even get troops out to fight him."

"Nycroft's key," Evil-Lyn mumbled. "If only Skeletor had seen the full potential of it!"

Half hearing her He-Man asked, "What about Skeletor? What is he doing? I suppose it's too much to hope that he's accepted we need to work together."

"He wouldn't be much help if he did," Teela said. "He's dying."

"What?!?" both He-Man and Evil-Lyn shouted in sync.

"In a way Skeletor's already dead and it's Keldor who's dying," Man-At-Arms said and quickly explained the situation.

"I see," He-Man nodded solemnly.

"I don't," Glimmer muttered. "I get the feeling I missed something."

"You've got a lot to be filled in on," He-Man said. "Glimmer's not from Eternia" He quickly explained to the others.

"Keldor is not yet dead though?" Lyn cut in.

"He was still alive when we left the palace," Man-At-Arms nodded. "But I don't know how much longer he's got."

"Take me too him," she demanded. "If he is still alive then there may still be a chance I can help him."

"We've already tried every method at our disposal, both medical and magical."

"At your disposal perhaps," Lyn sneered. "But I am privy to methods beyond your knowledge and capability. Dark and forbidden arts that your pathetic soft hearts would not consider."

"You expect us to take you into the royal palace and allow you to perform some kind of evil forbidden magic?" Teela scoffed.

"It may be the only way to save him, and by extension all of Eternia," Lyn said plainly. There was a moment of silence as everyone considered this. He-Man finally spoke first.

"After everything you've done to us Lyn, I'm not about to just blindly trust you. Nevertheless, you may be right in that we will need Skeletor's help to defeat Hordak. More to the point however, I cannot simply let someone die, no matter how evil they are, if there's a chance to save them."

Man-At-Arms nodded. He had suspected He-Man would feel this way. After all, he had gone to great lengths to save Evil-Lyn's life after she was mortally wounded during her attempt to free Hordak at the Well of Darkness. Granted that time he had been feeling partly responsible for her condition, as it was his wrecking of the well that helped lead to it. Duncan could not see how He-Man could feel any responsibility for Keldor's state, but he was not surprised that he did feel it was his duty to try and save him.

"Very well," he said. "We need to return to the palace briefly anyway so we will take you along. However," he added pointing his techno-mace at her, "we're not going to give you the opportunity to double cross us." With that he pressed a button on the mace and a device shot out of the head wrapping a thick metal wire bola around Evil-Lyn pinning her arms to her sides. Lyn snarled in annoyance at him but made no attempt to break free.

"You got anything to gag her with too?" Glimmer grinned.

* * *

Lyn actually kept quiet the entire ride back to the royal palace, which gave the others plenty of time to explain what had been happening to each other. Upon reaching the palace they quickly sought out Randor, only half acknowledging the shocked looks on the faces of those they passed. Some were surprised to see He-Man others were shocked to have Evil-Lyn there, even if she was still bound, Glimmer also drew a few questioning looks but as she was with the others no one said anything.

As luck would have it, Randor was in the medical ward checking in on Keldor. He was still alive though if it were not for the monitoring equipment hooked up to him one could easily think otherwise. His face had almost completely melted away at this point. Streams of liquid that had been his skin poured off his skull. The smell of burning flesh permeated the room. Glimmer immediately turned away from the grisly scene, looking as though she were going to be ill. He-Man too could barley bring himself to see.

"All we could do is try to ease his pain and suffering," Randor said. "And even that we can no longer do. The anesthetic we gave him earlier wore off and he is so weak now that, were we to give him any more, the drugs would kill him first."

"I know I'm the outsider here," Glimmer said, still averting her eyes from Keldor's form, "and I'm not familiar with your laws and customs. But wouldn't it be more humane and merciful to let him die that way instead of prolonging his suffering?"

"Perhaps," Randor nodded. "But neither the healers, nor even I as king, can authorize a mercy killing without his consent. Which he stubbornly refuses to give. Criminal or not, he does have the right to do so."

Evil-Lyn had maintained her silence till now, save for a gasp of shock upon initially seeing Keldor, but now she turned to Randor and spoke with a mixture of confusion and contempt.

"For as long as I've known him, and from what I understand even before that, Keldor has tried to overthrow, dominate, or destroy you and everything you hold dear. Yet now that he will soon trouble you no more you try everything in your power to ensure his survival. This is more than just concern for all life, I can see you are deeply saddened by his death. Why?"

Randor sighed. "In spite of everything he's done, I cannot bring myself to hate him. Though I cannot allow his evil to go unchallenged, or his deeds unpunished, I've always believed that he was not beyond redemption. There is good buried inside him somewhere. Much as he may deny it, there is no escaping it. It is in his blood."

"What could possibly lead you to think that?" Lyn scoffed.

Randor turned and faced her sternly.

"Because... he's my brother."


	10. Chapter 9

**Chapter Nine**

It was hard to say who was the most surprised by this revelation. Arguably the least surprised was Man-At-Arms. He had already known the truth about Randor and Keldor, but like Randor had never mentioned it to anyone. He was slightly startled however that Randor had now chosen to reveal that which he had kept hidden for years.

Probably the one having the hardest time accepting it was He-Man. More accurately it was Prince Adam who couldn't believe what he was hearing, but had to keep his shock to a minimum in order to protect his own secret.

"Keldor is your brother?" he said aloud, as though voicing it himself would make it any easier to grasp.

"I'm not seeing the family resemblance," Glimmer said nervously in a weak attempt to lighten the mood.

"Well, half-brother to be more precise," Randor said. "We were both fathered by Miro, but we have different mothers. Keldor is the older brother. He was conceived before father even met my mother."

"So who was Keldor's mother?" Teela asked.

"A dark enchantress named Shokoti," Randor said. "Apparently she had once been an ally to the Council of Elders but had turned on them and attempted to take their power. I don't know the full details, but what I do know is she somehow seduced or enchanted Miro in order to conceive a child that would take the Elders' powers from them and rule in their place, but with Shokoti truly running Eternia in a sort of puppet master role."

"I'm not sure I understand her path of thought," Teela said, scratching her head.

"As I said, I don't know all the details," Randor shrugged. "Perhaps since Shokoti had failed to overthrow the Elders with her magic alone, and others had failed with warrior tactics, she plotted to create a warrior who combined the best of both aspects. At the same time she needed one she could trust and control, hence using her own son. What I do know is Shokoti raised Keldor to believe that he was descended from royalty that ruled Eternia before the Elders and therefore it was his birthright to take back the throne from them."

"The Elders became aware of what was happening when Keldor was still a child, too young to challenge them as of yet," Man-At-Arms said, picking up the story. "Miro and his men fought and defeated Shokoti once and for all. Miro then took his son Keldor and attempted to steer him in the right direction. At first it seemed he might succeed but Keldor never fully abandoned the notion that it was his birthright to rule Eternia. He also never took to his half-brother, apparently viewing him as a rival."

"I dismissed most of Keldor's hostility as sibling rivalry at first," Randor sighed. "It seemed we were constantly competing with each other. He would gloat vainly at his own successes while sneering bitterly at mine. Eventually I came to realize that what I thought was jealously was in fact hatred, though I never understood why. I had always shown my brother kindness and patience but he responded only with bitterness and contempt. It was only when Keldor began taking action against Eternia and the Elders that I was forced to take up arms against him."

"Everyone essentially knows what happened next," Randor continued. "Keldor set out across Eternia gaining new powers and armies to command. This eventually led to his fateful attack on the Hall of Wisdom which resulted in the wounds he is now dying from. The topic of my relation to Keldor is one that was kept out of circulation. In the years that followed my appointment as king there was much upheaval among the various races and domains, eventually leading of course to the Great Unrest. Many were uncomfortable with the departure of the Elders and my sudden coronation as leader of Eternia. Allies were important to find and maintain and the knowledge that I was the brother of the one that most blamed for the Elders disappearance was detrimental to that cause."

"I can understand that," He-Man said slowly. "I've had to keep secrets from friends for the greater good myself."

"So why are you telling us all this now?" Teela asked.

Randor's gaze turned back to Keldor's dying form. "I never intended it to remain a permanent secret. It just never seemed the appropriate time to say anything. Hardly seems to matter now though."

"Forgive my curiosity sire, but does the rest of your family know about this?" He-Man asked, though he already knew part of the answer.

Randor sighed. "I've never told Adam. It's not exactly an easy thing to break to him. I meant to someday, I just never knew quite how to say it. Marlena has always known though. One of the things Keldor and I once competed for was her affections."

He-Man was nearly bowled over by this news but it was Evil-Lyn who put voice to it first.

"Keldor and Marlena?"

"Purely one sided," Randor said. "Keldor showed obvious signs of attraction to her, but Marlena did not share such feelings for him. I fear the fact she chose me over Keldor only increased the rift between us." Seeing the conflicted expression on Lyn's face he added, "If it makes you feel any better this was before he had met you."

Lyn stuttered and gaped at him in surprise that he would think something like that mattered to her. But then she thought to herself, if it didn't matter why was she disturbed to learn of Keldor's early attractions? And why did she actually feel better to know it was before they had met? She actually knew the answer but couldn't bring herself to admit it.

"Excuse me," Glimmer said. "Look again, I know I'm the outsider, and not that this story isn't interesting, but don't we have an Evil Horde to stop?"

"She's right," Randor said. "Which reminds me, We got a report in from the Royal Infantry. They've discovered something strange about the Horde Troopers. Apparently they are nothing more than empty suits of armor. Or at least nearly empty. RIO Speed said that one he fought had a single bone in the armor and when he broke it the trooper collapsed as if dead."

"Well at least I know I don't have to hold back any," He-Man said. "But what manner of being are they then?"

"Demonic puppetry."

Everyone turned with a start as the voice had come from Keldor. It was weak and garbled but he was still alive and conscious. Evil-Lyn flexed her arms and suddenly the metal strands binding her vanished in a plume of smoke.

"For the record," she said as she approached Keldor's side, "I could have done that at any time, but I knew you'd never have brought me here unless you thought I was restrained."

Ignoring her for the moment Man-At-Arms focused on Keldor. "You know what these soldiers are?"

"They undoubtedly were once living soldiers," Keldor went on slowly. "but they have long since passed on during their years of imprisonment in Despondos. Hordak is using demonic puppetry magic to animate and control his army."

"Like how you control your skeleton warriors?" Teela said.

"Not exactly," Keldor said, with surprising patience. "The spells are two different forms of the same basic magic. Each has advantages and disadvantages over the other. The animate dead spell I use to create my skeleton warriors requires an intact corpse to be of any use. The dead body becomes life like, able to move and think to a degree. But unlike a raise dead spell which returns a dead spirit to its body and restores it to life, the animated dead contains no soul, no actual personality or spirit."

"Demonic puppetry on the other hand allows the caster to use a mere portion of a body to bind part of a soul to a host such as a doll or in this case a suit of armor. The advantages to this is it only requires something as simple as a bone, a strand or hair, or even a bit of blood. One body can be used to make several puppets. The problem is they are entirely dependent on the puppet master. Unlike the animated dead, they are incapable of individual thought. The controller must use their magic to direct the puppet's every action. They will do no more or less than directly ordered to."

"That explains why they stopped marching when I cut off Hordak's hand," He-Man said. "I broke his control."

"Yes," Keldor nodded weakly, "but because Hordak lived and the troopers remained intact they simply stopped moving. When your man broke the bone in that trooper he severed the link binding the piece of soul to the armor. In essence he cut the puppet's strings."

"But Hordak hasn't been staying with his army yet they're still marching and attacking," Teela pointed out.

"Yes but the Horde mages have been staying with them," Man-At-Arms countered. "And we've noticed their hands glowing with energy. They must be acting as the puppet masters for now."

"That would make sense," Randor agreed. "But I don't understand why Hordak would choose to use demonic puppets over animated dead. It would seem less advantageous."

"As I said, animate dead requires an intact body, or at lest a whole skeleton, to be of use," Keldor said. "I can only assume for whatever reason he did not have enough intact bodies to produce a suitably sized army. The Horde has been in Despondos for a long time perhaps they simply decayed too much."

"But why would his soldiers be dead of age yet Hordak and his main generals don't seem to have been affected by the years?" Teela asked.

"I think I can answer that one," Glimmer said. "According to Etherian legend at least Hordak himself is an eternal. Meaning he will live forever unaffected by time as long as he isn't killed by unnatural forces."

"Like an enemy's blade," Evil-Lyn said.

"Right," Glimmer said, not bothering to show any of the hatred she felt towards Lyn. "Now it's been said that Hordak is able to give part of that power to others. He can make his soldiers eternal like himself. He only does this with his most trusted and loyal warriors however. Since he apparently has to give up part of his own power to do so. And if he should die those he made eternal would stay so."

"So he's not about to do it unless he's sure they won't turn on him," Randor nodded.

"There's one other thing," Glimmer said. "There's a price for this power. When Hordak grants a soldier eternal life he takes away a piece of their soul and keeps it in his own body. That way he can use it to inflict pain or death on anyone who does try to defy him. Of course this is another reason why not all of Hordak's soldiers receive eternal status. Many are unwilling to subject themselves to having their soul severed. Not only for what Hordak can do with it, but also because splitting a soul can be like splitting a mind, a person's very essence. In other words it can result in insanity. Someone who's soul has been ripped apart will often no longer be the person they once were."

Evil-Lyn turned back to Keldor. Slowly she placed her hand over his and spoke in a voice that was barely a whisper, "That's what happened to you isn't it?" The subject had been touched on before. Years ago Kronis had pointed it out, right before the events which led to him becoming Trap Jaw. He had told Skeletor plainly that he was not the man he had once followed that he had become flawed and irrational. Skeletor had naturally met these claims with hostility and Lyn had actually agreed with Kronis. (though not to where Skeletor could hear) and even expressed shock and disappointment when Trap Jaw had pledged his loyalty again to Skeletor after the way he had been mistreated.

The more she thought about it, the more Evil-Lyn realized it was this drastic change to his personality that had led her to turn her back on Skeletor. Before he became Skeletor Keldor had been loyal to his allies, her above all. It was Skeletor who had betrayed her, Skeletor who she hated. But now as she looked at him, despite his face melted away to a skull visage, she didn't see Skeletor. She saw only Keldor. She saw only the man she once had, and now realized she always would... love.

"Lyn we brought you here because you said you might be able to help Keldor," He-Man said. "Can you or not?"

"I'm not sure," Lyn confessed. "The damage is worse than I expected. But I shall do what I can. It may take some time though. If there's going to be any chance of defeating Hordak you had best go on ahead and not wait."

"It pains me to admit you're right," He-Man sighed. "But I still don't trust you enough to leave you here alone."

"I'll stay and keep an eye on her," Teela offered.

"Me too," Glimmer said. "My powers aren't recharged enough for me to be much help to you on the battlefield yet, but I should be able to help keep her in line. If my magic's not enough I can always resort to other methods," she added balling her hand into a fist.

Evil-Lyn shot her a nasty glare, obviously contemplating retaliation for the earlier blow to her jaw, but instead addressed He-Man again.

"If I might make a suggestion, you may want to find yourself a change of clothes first. In its present state your armor leaves less to the imagination than your old outfit did."

He-Man hadn't been giving any real thought to his outfit but now that he looked down at himself he realized she was right. His snake armor was of no use to him anymore, particularly since now even his gauntlet claw was broken. Though if Hordak had been able to destroy it he couldn't see what would make a suitable replacement.

Man-At-Arms seemed to pick up on this as he said, "Well I have something in my lab that may help there."

* * *

"Are you all right Adam?" Man-At-Arms asked once they were at his lab, away from the others. He-Man had actually not turned back into the young prince, but Duncan addressed him as such because he could tell it was that side of his personality which was troubled.

"As well as can be expected I suppose," He-Man said. "I've just found out my arch enemy is actually my uncle."

"I realize this must be a tremendous blow," Duncan sighed. "And the timing is certainly not the best for a revelation of this magnitude. I hope you understand why your father chose to keep this hidden."

"You knew all along and never told me either."

"It was not my place to," Duncan said simply. "That was a matter entirely up to Randor. Your mother could have told you without consulting him I suppose, but I was not going to betray his secrets to you anymore than I would betray yours to him."

"That raises a few points," He-Man sighed. "Part of me wants to be angry, but another part of me says I have no right to be. How can I feel upset and betrayed about my parents keeping secrets from me when I'm keeping one from them? I can't help but wonder also, how angry and betrayed will they feel if or when they learn the truth about me?"

"I'm afraid I can't answer that," Duncan said, laying a sympathetic hand on his shoulder. "That's a bridge you'll have to cross when you come to it. Remember how Randor said it hardly seemed to matter that anyone knew about Keldor now. There is still ample reason why it would be too dangerous to tell anyone about your double identity yet."

"You're right as usual," He-Man nodded. "Of course now I'll have to keep two secrets since father doesn't know he's actually told Adam about Keldor."

"I'm sure we can work around that," Duncan laughed. "We'll worry about that later. Right now we should focus on what we really came in here for."

Pushing aside some tools and machinery Man-At-Arms directed He-Man over to a covered object and pulled away the tarp. Underneath lay a shiny metal piece of body armor. Silver with an orange emblem on the front, it was only enough to cover the torso but He-Man knew if Duncan had made it, then it had to be more than it appeared. The fact that it sat atop a power battery was another clue.

"Very nice," He-Man nodded. "So what does it do besides look good?"

Man-At-Arms flipped a switch activating the power battery then stepped back. "Go ahead, strike it with your sword."

He-Man shrugged and delivered two blows across the armor leaving sizable dents. Even with his super strength he had expected it to hold up better and was about to mention this to Duncan when he was stuck silent in shock. The two dents suddenly mended themselves returning the armor to its perfect state without so much as a scratch to indicate it had been damaged.

"I'm sure you remember when Tri-Klops sent that army of reforming and replicating bone warriors after us," Duncan smiled. "I've been studying the technology and devised a way to convert it into self repairing battle armor. I had originally planned to equip everyone with it but there are a few problems. Hence I only have this prototype.

He-Man's initial pleasure fell at this. "What kind of problems?"

"The main problems occurred in converting the nano-tech from bone, which was too brittle to serve as proper armor, to a metal that could. The alloy had to be strong enough to actually provide some measure of protection while still being mailable enough to be reshaped in the repair process and lightweight enough to actually be worn. Ultimately I found such an alloy, but it's too costly to be mass produced."

"I see," He-Man said. Looking at the battery attached to the armor he asked. "How much power does this need to work?"

"A lot," Duncan sighed. "That's the other problem. Tri-Klops' bone nanites needed less than my metal ones so he was able to provide it in energy waves from his remote, but these..." he gestured to the large battery.

"Not exactly a power source easily carried into battle," He-Man nodded. "I could handle the weight but it would be cumbersome in a fight. Plus if it were damaged the armor would become useless at a very inopportune moment."

"Right," Duncan said. "Fortunately I discovered an alternative during one of Orko's 'helping' sessions." He rolled his eyes at this and He-Man knew what he meant. Orko had an intense curiosity about Man-At-Arms' inventions, hailing from a world where technology was scarce, and often liked to try to help. Unfortunately this usually involved him using his magic which had disastrous results.

"Yes," Duncan nodded, indicating this time had been no different. "But for once some good came out of it. The nano-tech can be powered by magical energy. In theory while you're wearing the armor it could be powered by Grayskull's magic. Of course I'm not sure what effect, if any, it would have on you and your powers."

"Only one way to find out," He-Man said and removed the last few tattered strands of metal that had been his snake armor. He paused for a moment in reflection then donned the new suit. The snake armor had served him well as long as it could, but it was time to move on.

He-Man noticed the armor seemed to loose some of its shine when he took it off the battery but once he had it on he knew what to do. Raising his sword he called out his familiar, "By the power of Grayskull!" and not only did the armor shine like new but He-Man himself felt revitalized as the scratches and bruises he had obtained from his fight with Hordak and the ordeal in the Fright Zone vanished. The power of Grayskull had essentially recharged him as well.

"Any adverse feelings?" Duncan asked.

"No, I'm fine," He-Man said. "I'd say it's working perfectly."

"Well we won't really know for sure until we see how it handles in battle," Duncan said. "I was hoping to run through some test simulations before you went into actual combat with it, but we don't have much choice."

"The real question is, even with this armor, will I be able to stop Hordak? King Grayskull was a more experienced fighter than me and he died in the process."

"I believe you have what it takes," Duncan said. "the problem is can you bring yourself to do what you must?"

"What do you mean?" He-Man asked. "Are you saying you think I'll have to give up my life too?"

"I certainly hope not," Duncan said. "And no I do not think so. Your defeat of Serpos leads me to that conclusion. You can overcome Hordak, but you must do something you will not like."

"You're hesitating to tell me what I need to know," He-Man said. "Just come out and say it."

"He-Man, you have always shown yourself to be a noble and kind hearted warrior. You do not abuse your great power and have shown more than mercy to enemies that would gladly destroy you. Even today you have struggled to help save the life of your greatest foe. I admire and respect that about you. You've made me very proud. But I'm afraid you cannot afford to fight that way this time. King Grayskull was a more experienced fighter than you and that's why he understood that in war it is sometimes necessary to do the unpleasant for the greater good."

He-Man knew what Man-At-Arms was saying but it still hit him hard when the actual words were spoken.

"For the sake of all Eternia, you have to kill Hordak."

* * *

Evil-Lyn grunted in frustration as the monitoring equipment indicated Keldor's condition worsening. She had successfully removed the acidic elixir from his flesh, though it was admittedly very little very late. Keldor's face was completely gone revealing only a skull visage, however she had stopped the damage from spreading any further.

A thin area of sickly green flesh separated the grisly yellow bone from the blue skin of the sides and back of his head. She had cut off all nerve reception in this area so that he would not be able to feel any pain from the lost or damaged area any more. Granted she wasn't expecting him to suddenly jump out of bed and start dancing around the room, but his condition should have stabilized. Instead it was deteriorating.

"Are you sure you got all of that stuff out of him?" Glimmer asked. "I mean maybe some of it dripped into his mouth or nose and is eating away at his insides."

Evil-Lyn was about to tell her off when she realized Glimmer may have actually been on the right track. Grabbing a mirror off the bed stand she held it close to Keldor's face, (or at least his face area) and letting his breath hit the glass. Then, turning the mirror over, she waved her fingers in a spell which soon caused small droplets of green elixir to rise and form together. They were smaller than a raindrop but it was enough to tell her what she needed to know. And what she feared.

"He has inhaled some of the elixir as a vapor," Lyn sighed. "It's mixed with the air in his lungs and undoubtedly has thusly been passed into his blood turning it into a veritable toxin."

"Can you extract it?" Randor asked

Lyn shook her head. "Not without dealing his body incredible stress. As weak as he is now the shock would kill him anyway."

"You know," Teela said, "I can't believe I'm about to suggest this, but he mentioned a raise dead spell before. Maybe you could..."

"First of all," Lyn cut her off, "I think it's safe to assume Keldor's soul is destined for damnation once it leaves the mortal world. Raising a soul from the underworld requires very powerful and complicated dark necromancy. Even if I could accomplish this, as was mentioned earlier for anyone paying attention, the magic requires an intact body. Keldor's body is so badly damaged that he would just immediately die again."

"Then there is no hope?"

Lyn stood silent for a moment then slowly she reached up and removed the small skull pendant that sat on her breastplate. A small trinket that could easily be overlooked, but that she had in fact been carrying for years. She had been saving it to use herself in an emergency, but now she knew it was Keldor who needed it.

"I have one more option left," Evil-Lyn said slowly. "I'm not sure if it will work. I've never dared try this spell before as the components are so rare and failure is fatal to the recipient. Even if it does work... well suffice to say there are those who would prefer death."

"What is it?" Randor asked suspiciously.

"If I told you," Lyn said, "you would never allow it. But it is not your permission I value to proceed." She leaned in close to Keldor's ear and whispered so low that no one else could hear. A moment later she moved her head to listen to his response, which was also too soft to be audible. Apparently he had consented though as Lyn opened a latch on the skull pendant and poured a powdery substance out into a goblet of water.

"Usually wine is preferable, but time is of the essence so this will have to do," Lyn said closing the pendant and placing it on Keldor's chest. "Really the liquid doesn't affect the spell, but it is better to mask the unpleasant taste. You must swallow every bit."

Holding the strange concoction in one hand, Lyn held her other hand over the skull pendant and began her spell. The others had trouble understanding the words but as best they could make out she chanted:

"_Fa Lack Tor Ree Fa Lack Tor Ree  
__Azalin Nagash Belpheron__  
Fa Lack Tor Ree Fa Lack Tor Ree  
__Araj Xykon Celedaen__  
Morda Zanthus Lyran  
Varsoon Fa Lack Tor Ree!"_

With the incantation complete the eye sockets of the pendant glowed for a moment and the potion began bubbling. Slowly Lyn held Keldor's head up and poured the liquid into his mouth being careful not to let a single drop go to waste. Keldor made a slight noise of disgust at the taste but she would not stop.

"You must swallow it all!" she reminded him. It was a struggle, but eventually she managed to get every last drop into him then gently laid his head down and took a small step back. At first nothing happened but then the monitoring equipment started acting haywire as his vitals went chaotic. Despite his weakened condition Keldor shot up, let out a gruesome cry, and reached out as though trying to grasp something. But then just as quickly he fell back silent and still, and all the equipment flat-lined.

No one said a word. They all just stared or bowed their heads in silence. It was only Evil-Lyn who noticed, with a mixture of pleasure and concern, that the eyes of the skull pendant were now pulsing with an otherworldly glow.

* * *

"I can't do it Duncan," He-Man said. "No matter how evil Hordak is, I just cannot take a life."

"If you can't finish the job yourself," Duncan sighed, "take him down enough so I or someone else can finish the job."

"How is that any different than if I do the task myself," He-Man scoffed. "I'll still be knowingly sending someone to his death."

"Let me ask you this," Man-At-Arms said, taking a different approach. "If you had to go after a known murderer or someone guilty of high treason, would you try to capture them alive?"

"Of course I would!"

"Yet you know fully well that such crimes carry a sentence of death," Duncan pointed out. "You'd still be sending someone to their death."

He-Man was about to protest when he saw the truth in these words. "Are you certain we couldn't simply banish him again somehow?"

"He would only return again," Duncan said. "It may take years. It may not even be in our lifetimes, but would you really want to submit future generations to him? Besides, where would we send him? I'm not about to open a portal to Despondos and I don't believe anyone else is either.

"No he must be stopped once and for all. I'm not saying you need to kill all of the Horde, but Hordak himself is far to powerful and dangerous to allow his evil to continue. He has caused massive irreversible damage to Eternia already. Dozens of Eternian lives have been lost today, likely thousands in the past, and from what your new friend Glimmer says, countless other worlds have suffered his tyranny. If he's not stopped forever he will undoubtedly go after still more."

He-Man nodded in understanding. He realized Duncan was right, but it was still shocking to hear his friend and mentor, the man who had taught him his greatest lessons in life, now asking him to kill.

"He-Man there is no shame in being merciful," Man-At-Arms said. "It is not weak to value life. Indeed your empathy is one of your greatest strengths. But it is because of that value of life that you must make this choice. Countless innocent lives are at stake. You can save them all, by taking one life that is anything but innocent."

Before He-Man could say anything to that Man-At-Arms' communicator went off. "Father," Teela's voice came out, "It's over. Lyn wasn't able to save him."

Before now the death of Skeletor might have been welcome news, but now Man-At-Arms couldn't help feeling at least a tinge of remorse. If nothing else he was hoping to rely on him as a backup plan. He knew that if He-Man could not bring himself to finish Hordak, Keldor would not hesitate.

"What will you do now?" he asked He-Man softly.

He-Man took a few deep breaths and finally answered, "For Eternia, I will do whatever I can."

"What should we do with Evil-Lyn?" Teela's voice called out.

"Well, as much as I don't trust her, I'm certain that she wants to stop Hordak. Perhaps we should..."

Before he could finish a new sound came over the communicator. It started low then grew louder and louder. It was a sound they all knew well but hadn't expected to ever hear again. A sinister evil laughter that could only come from one being. Except that it shouldn't anymore.

Teela's shocked cry rang out, "What in Eternia?!" but then was immediately followed by a large explosion like noise and the communicator went dead.

"Teela? Teela!"

Man-At-Arms and He-Man wasted no time and raced back to the medical ward as fast as they could. Entering the room they found the place in shambles. Equipment was shattered or knocked over, and pieces of the walls were cracked and broken. Teela and Glimmer were helping Randor to his feet, looking a little dazed themselves but otherwise fine. There was no sign of Evil-Lyn or Keldor's body anywhere.

"Is everyone all right?" He-Man asked.

"We're okay," Glimmer said. "I think that blast was just meant to incapacitate us for a moment."

"I guess Evil-Lyn decided not to stick around," Man-At-Arms muttered.

"It wasn't her," Teela said, her voice trembling. "It was Skeletor!"

"I thought you said he was dead!"

"He was!" Randor said. "We saw him die. All his vitals flat-lined. But then suddenly he started to laugh and he rose up as though fully revived. He blasted us back before we could do anything and then both he and Lyn vanished."

"So apparently she was able to save him after all," Man-At-Arms said.

"That's just it Duncan," Randor stuttered, still in shock. "Up until he vanished Keldor was still attached to the monitors and they all were registering negative. He appeared to be alive but the equipment detected no signs of life."

Glimmer turned to He-Man shaking her head in disbelief. "Is it always this crazy around here?"

He-Man said nothing. He simply looked around trying to make sense of everything. He had no idea what was going on or what would happen as a result, but he couldn't shake the feeling that their problems had just gotten dramatically worse.


	11. Chapter 10

**Chapter Ten**

There was many a soldier who would say this was the worst part of war. The moments just before the battle begins. The calm before the storm. The time when you wait for the enemy to arrive and spend every nanosecond of it wondering if you will make it through the day alive.

Morale was anything but high among the troops. Aside from the knowledge that all attempts up to this point had failed, there was the knowledge that if Grayskull fell then all of Eternia was lost. It didn't help that about half the Masters were not present. Some had remained in Eternos in case of an attack there. Although Grayskull appeared to be their actual goal, with the Horde's ability to instantly transport anywhere they had to be prepared for a sudden change of targets. Fisto had not yet recovered from Leech's assault and Mekaneck too was on the injured roster having sustained three broken ribs from when Grizzlor threw him across the battlefield.

Man-At-Arms and Teela were supposed to be joining them but had not yet arrived. Word had not yet reached the troops of He-Man's return. If they had known he was on his way to help it might have alleviated some of their fears. Instead, the thought of his defeat and disappearance was preying on everyone's minds.

Soon enough the Horde army marched into view. They approached until they were within thirty feet of the defenders and came to a stop. For a few moments the two opposing forces stood in silence unmoving as if each was unsure what the other was waiting for. The silence was finally broken when a portal opened suddenly, courtesy of the Cosmic Key, and deposited Hordak and his top warriors before his troops.

"That device is proving most useful," Mantenna said to Modulock.

"Don't be too proud of it," Shadow Weaver scoffed. "My magic could have gotten us here just as easily."

"The six of us perhaps," Modulock sneered, "but my key could have moved the entire army here, had Hordak not wished to have them devastate the land on the way. Besides, the key is able to bypass any barrier be it structural, technological or mystical."

"Oh really?" Shadow Weaver mocked. "Then why are we out here instead of inside the castle?"

"It it wasn't for my technology you'd still be stuck in Despondos!"

"If it wasn't for magic you'd be a rotting corpse!"

"Both of you shut up!" Hordak's pupil shouted. "Save it for the enemy."

Hordak half smiled at his apprentice. He had been about to reprimand the two himself before she spoke up. Shadow Weaver was his best magic user but Modulock knew more about technology than the rest of the Horde combined, Hordak himself included. He did not want to admit that he wasn't sure who to side with in the argument.

The matter settled, or at least averted for the time being, he instead addressed the Eternian resistance. "People of Eternia, I offer you this one chance to lay down your arms and not die needlessly. This battle's outcome is already decided. Your world is now mine. Pledge yourselves to me and I will allow you to live. Resist and you will die horribly."

"We would sooner die fighting than live as slaves to a tyrant," RIO Blast growled.

"Very well then. You have sealed your fates." Hordak turned to his warriors. "Let the slaughter begin!"

"For Eternia!" the heroes shouted in unison and charged forward. Within moments the battle became a field of chaos. Swords clashed, guns blazed and even hand to hand combat took place. However the demonic puppet nature of the Horde Troopers twisted the tide of battle towards the Horde so quickly that Hordak's warriors could just as easily not have been there. The fact that they were made things all the worse.

Modulock was cautiously avoiding the Masters and the Royal Infinity men due to his lack of fighting experience. In his previous life as Galen Nycroft he had tended to avoid conflicts preferring to use his brain behind the battle lines. Now however he was using his newfound power to tear into the royal guardsmen and finding himself enjoying it immensely.

Suddenly he felt a tug at his waist. A stealthy guard had managed to sneak up on him and was attempting to make off with the Cosmic Key. Just as the soldier cut through the straps holding the key in place, Modulock shot out an extended arm and grabbed hold of the device itself. A brief struggle ensued as each held fast with a firm grip. Finally the guard swung down with his sword and sliced Modulock's arm off. Waisting no time he turned and began running off but noticed that Modulock's severed hand had not lost its grip and was holding fast.

Still running the guard pried the arm off and was about to toss it away when the limb sprung to life and latched its hand onto his throat in a stranglehold. He tried to pull it off but it held tight. Even when he dropped the key and pried with both hands Modulock's grip only tightened, his clawed fingers digging in and crushing the guard's windpipe. As the soldier finally collapsed, the life choked out of him, Modulock casually walked over, reattached his arm, then picked up his key and walked off laughing.

Elsewhere, Sweet Bee swooped down from the sky and plowed into a squadron of Horde Troopers. Flying close to the ground she swung her stinger pole arm weapon back and forth at their legs tripping them up. She knew it wouldn't keep them down for long but that wasn't her intention. She only needed to incapacitate them long enough to pull off the second part of her attack.

Zooming back up in the air she charged up and fired an enormous energy charge from the stinger's end blasting the downed soldiers. It was an old Andrenid battle tactic for taking on ground based armies. To her dismay though while a large number of the troopers stayed down, a fair amount rose up again.

Seething, she started down for a second attack when suddenly she was struck in the back by an unseen force. Instantly her wings ceased to function and she crashed to the ground as her whole body went numb. Straining to move she suddenly saw Grizzlor approaching, a crossbow in one hand and a bone cleaving knife in the other. Quickly Sweet Bee realized that she had been hit with some kind of stun bolt and now the savage beast was moving in for the kill just as in the old legends.

"My, you're an interesting one my little honeybee," Grizzlor laughed dropping his crossbow and pulling her up. "I wager your blood will taste extra sweet."

_It's no legend, _Sweet Bee thought in horror, _This thing really is the Grizzlor!_ Desperately she tried to move her body to fight back, but her muscles wouldn't respond. Just as Grizzlor raised his cleaver to strike however it was shot out of his hand by a laser blast. Grizzlor turned his head in the direction of the shot and was immediately met by the butt of a laser rifle to his jaw.

"Dinner's canceled freak!" RIO Speed shouted as he spun in a roundhouse kick that knocked Grizzlor off Sweet Bee and left him crumpled in a heap a few feet away.

"Th... thanks," Sweet Bee managed to say.

"Anytime," he nodded. "Besides I owed you one. Now let's get moving."

"Can't," she strained. "Stun bolt. Whole... body.. numb."

Once again living up to his nickname, RIO Speed didn't hesitate for a second but quickly scooped Sweet Bee up, flung her over his shoulder and carried her to safety.

_Well, this is one way to pick up a date, _he thought

One of the only Masters who seemed to be making any progress at all against the Horde forces was Roboto. Like RIO Blast he had activated multiple guns and was laying down an unending stream of fire into the Horde Troopers. An advantage the mechanical warrior had however was, though RIO Blast was the faster shot, Roboto's weapons were firing more powerful blasts and thus doing greater damage. On top of that his electronic brain and body was able to concentrate on multiple targets better and fire in several directions at once.

Hordak's protégé took note of this with displeasure and charged in for an attack. Though Roboto detected her approach and sent some fire her way, she skillfully dodged the shots with unbelievable agility. When she was close enough she flipped over his head swinging her sword as she went and cut off the gun mounted on his shoulder. Roboto turned to face her and leveled his blaster but with another furious swipe she sliced through the gun barrels before he could take proper aim.

Taking a step back Roboto converted his weapon hand into an axe and engaged her in a battle of blades. Roboto's larger size and strength proved to be of little to no advantage however. He was less accustomed to dueling and could do nothing to compete with the young fighter's superior agility.

The only thing he could do was to stall while he ran a scan of his enemy hoping to detect some information that would grant him an advantage. The scan did provide some information, but not of the nature he was expecting.

"Curious," Roboto said. "I am detecting a high degree of similarity between you and..."

Before he could complete his statement however the young girl landed a blow from her sword across his cranium leaving him momentarily staggered. She was quick to take advantage of this and delivered several more swipes to his body slicing through gears, severing wires, and sending sparks flying. Finally she plunged her sword straight through his chest. Having sustained too much damage Roboto's systems powered down and he collapsed.

The warrior stood over her fallen opponent taking a moment to catch her breath as it had taken a lot out of her to defeat him. Before she was fully recovered though she heard the sound of something coming towards her quickly. She looked up just in time to see Buzz-Off flying down at her in an attack, but not quickly enough to avoid the collision as his kick knocked her flat on her back.

Buzz-Off's momentum carried him past his foe landing behind her as she fell. Turning around quickly he raised his weapon to deliver a killing blow. Before he could strike however the mysterious youth flipped up into a handstand and wrapped her legs around his neck. Jerking down she pulled the Andrenid warrior off his feet and flung him face first into Roboto's hard metal body knocking him out cold.

Rising to her feet she raised her sword ready to finish him off but then paused. After a moment's hesitation she simply turned and headed away without killing him. Though she didn't understand why herself, she simply could not bring herself to slaughter someone who was completely defenseless.

Hordak had seen this but did not think twice about it. It was possible he was simply too far away to see Buzz-Off was still alive and thought she had killed him, or perhaps he simply didn't care one way or the other. He casually made his way across the plain of battle, effortlessly dispatching any solder who was foolish enough to actually try to take him on. Finally he stopped before the castle and waited silently until Leech and Shadow Weaver came up beside him.

"The years have not been kind to this once mighty keep," he said.

"Do not be fooled by its decrepit appearance," Shadow Weaver cautioned. "Not only does King Grayskull's power lie stored within, but the castle itself has mighty powers of its own." As if to demonstrate she fired a mystic bolt at the fortress only to have it blocked by Grayskull's magical barrier.

"A force field?" Hordak scoffed. "This is the best defense they can muster? Leech do the honors if you will."

"My pleasure master," Leech slobbered and leapt across the great abyss launching himself at the castle. Again the force field flashed but rather than being deflected by it, Leech attached himself to the barrier with his suckers and began feeding off the energy with delight.

Finally when the force field began to flicker Shadow Weaver called out, "That's enough Leech. Jump back now lest you fall in the abyss when the shield collapses!" Leech grumbled, obviously wanting to drain all the energy for himself, but reluctantly obeyed knowing she was right.

"I can handle it now," Shadow Weaver snickered. Raising her hands she chanted, "Fortress of Grayskull, by the power granted to me I command the jaw-bridge open!"

With a mighty creak the castle's entrance obeyed and fell open. However just as suddenly Sorceress appeared in the archway blocking their path.

"It seems you still hold some power here Shadow Weaver," she said. "I will have to take steps to eliminate that."

Shadow Weaver's eyes grew wide in shock for a moment but then she laughed sinisterly. "So, we meet again my old teacher. I'm surprised to see you still holding your mantle. Did your would be successor not work out as you planned? Or did Randor have her executed for treason after what she did?"

"The only traitor is you Shadow Weaver," Sorceress snarled with an anger usually not seen in her. "Your actions have caused great suffering in Eternia. You shall pay for your crimes accordingly."

"You only have yourself to blame," Weaver rasped. "All this would have been avoided if you had not denied me my due. I was meant to be the most powerful sorceress in the universe. It is my right, my destiny!"

"Those who seek power always look back on the mistakes of their lives, pile it all together and call it destiny," Sorceress said firmly. "It is for the very reason that you crave power that it was denied to you. The more one craves power, the more they are unsuited to wield it."

"Enough chatter," Shadow Weaver roared. "You have long since lost the right to lecture me!" She fired a blast of dark energy at Sorceress that sent the heroic guardian skidding backwards, but she quickly recovered.

"You have grown strong," Sorceress admitted reading her staff into battle position, "but you are mistaken if you think you can defeat me. The last time we fought I held back, still believing you were not beyond redemption. I will not make that mistake again. This time I shall do what must be done."

"You will try," Shadow Weaver sneered and launched herself forward in attack.

Sorceress quickly waved her staff producing a miniature whirlwind that caught Shadow Weaver before she could close the distance between them. Weaver was swung around distorted for a moment then spread her arms out and dispersed the winds. Instantly she counterattacked with a stream of lightning from her fingers. Sorceress blocked the energy with her staff but still winced in pain as the power ran through the weapon like a conductor and seared into her arms. Fighting past the pain she drove her staff into the ground driving the electricity away from her.

Shadow Weaver snickered lightly at seeing she had managed to harm Sorceress. Despite her apparent confidence she knew this would not be an easily won fight. Her pleasure only increased Sorceress' anger though. Glaring with hatred she held out her arm as her eyes began to glow. Shadow Weaver braced herself for the head on blast she was anticipating, and therefore was caught completely unprepared when the energy fired down from above instead.

There was a brief silence as the echo from the blast died and the dust and smoke cleared revealing a impact crater. But then slowly, groaning in discomfort, Shadow Weaver pulled herself out of the hole and rose up to face her opponent again. Now brimming with fury she flung a series of fireballs towards Sorceress who quickly grabbed her staff and twirled it before her, deflecting the magic projectiles as fast as they came in. Finally, when Shadow Weaver ceased in her assault, Sorceress too paused placing a hand to her chest as she struggled to catch her breath.

"Winded already?" Shadow Weaver mocked. "That always was your weakness. Despite possessing power beyond comparison, your endurance level is pathetically low. You never could keep up a defense for very long. I don't need to be more powerful to defeat you. It's simply a matter of wearing you down!"

"Not if I end this quickly!" Sorceress shouted. As if gaining an instant second wind she flew at the Horde witch raising her staff, which glowed with raw power, to deliver a devastating blow. Shadow Weaver had no time to launch an attack of her own and could only raise a magical shield to block it. The resulting collision of mystical forces pushed both combatants to their limits finally resulting in an explosion that sent them both flying onto their backs. Sorceress was the first to fully rise and approached Shadow Weaver who had risen only to a crouching position.

"You see now the folly of your beliefs," she said solemnly. "Darkness will never be stronger than the light. If only you had learned sooner there might have been hope for you. I should not, but I feel sorry for you. I can offer you only a choice between destruction now at my hands, or suffering, humiliation and eventual inevitable death as you face justice in the courts."

Shadow Weaver said nothing but slowly reached towards Sorceress as though she were begging for mercy. However her hand fell not on her would be captor, but her shadow upon the ground. Instantly the very shadow sprang seemingly to life as tendrils of pure darkness shot up and wrapped around Sorceress ensnaring her in an inescapable bind.

Rising to her full height Shadow Weaver laughed out loud. "Pathetic fool! Had you not wasted time on remorse and acted fully, as you claimed you were going to, I might have fallen there! Now you see the darkness is stronger! For I do not allow myself to be weakened by such meaningless emotions!"

"And yet you are still making the same mistake in not acting immediately," Hordak snorted coming up behind her. "Kill her Weaver. Kill her now."

"With immense pleasure," Shadow Weaver said raising her hands. Whatever fatal magic she was preparing to do however would never be known as before she could act a blast of mystical light flashed in front of her. Shadow Weaver was forced to shield her eyes, hissing as though the light caused her harm.

Bathed in the flare, the shadows binding Sorceress vanished and she fell back, putting some distance between herself and the Horde. Shadow Weaver had been right about the fight pushing the limits of her endurance. Glancing up quickly she discovered the source of the light as a Wind Raider swooped down towards the battlefield.

"Good shot Glimmer!" He-Man said as he stood up in his seat.

"Looks like I was right to come along after all," she nodded. "My powers are more recharged than I thought. Not sure how many more of those I can pull off though."

"Don't worry," He-Man said. "I'll take it from here." So saying he flung himself out of the vehicle towards the ground and landed with a loud bang. Rising up he shouted at the top of his voice, "HORDAK!" drawing all attention to him. Everyone stopped fighting for a moment and stared in disbelief at his sudden presence.

"Your reign of terror is at an end!" He-Man continued to the ruthless warlord. "Today the blood of many an Eternian, as well as every other world you've ravaged, will be avenged!"

Hordak said nothing. It was not easy to strike him silent with shock, but this had done it. His pride was momentarily spared however when Leech, not waiting or caring for an explanation, charged towards He-Man ready to take him on with the immense strength he now possessed due to all the energy he had absorbed that day. He-Man did not falter however but stood his ground until the evil abomination was close enough at which point he drew back and delivered a mighty punch straight to his gut.

Leech staggered back in shock and pain but quickly regained himself. "I've been wanting to do this for some time," he slobbered holding up his suction cup like hands. Now it was He-Man's turn to be shocked as the center of each palm spread apart forming a mouth like opening emphasized all the more when long tongue like appendages emerged and flailed at him with clear intent.

Again Leech lunged with speed unexpected of him. He-Man barely managed to catch the giant parasite's wrists before he clamped his hands onto his head. As it was he was now struggling to hold them back as the tongues lapped at his face with sandpaper like roughness. He-Man could tell if he didn't hold them back they would quickly burrow into his flesh allowing Leech to suck him dry.

Just when it seemed Leech was about to win out He-Man suddenly ducked down and, instead of pushing the arms away, he pulled them together slamming the mouths into each other above his head. Leech cried out in pain as his hands, seemingly having minds of their own, attacked and tried to drain each other. With the vicious cycle leaving him helpless he could do nothing to defend himself as He-Man went on the attack delivering one punch after another. Had it been anyone else the blows would have been nothing but an annoyance to Leech, but He-Man's strength was more than he could take.

Even after Leech managed to pry his hands apart he still was unable to counter He-Man's attacks. Finally He-man pulled back and threw his entire strength behind one final uppercut that sent Leech flying back through the air until he crashed to the ground, skidded several more feet, and slumped into unconsciousness.

Hordak's eyes grew wide with shock then, just as quickly, narrowed with fury. "It appears I owe you an apology Shadow Weaver," he snarled. "Here I was berating you for not finishing your enemy when you had the chance, but it seems I have made the same mistake myself. However," he added making a mystic staff adorned with the Horde emblem appear in his hands, "that is a mistake I do not intend to make again."

"Nor do I," He-Man said drawing his sword. Hordak fired a blast at him but He-Man dodged it by leaping into the air then coming down, sword swinging. Hordak managed to intercept the blow and the two quickly engaged in a duel each one determined to stop the other once and for all.

"You may have managed to escape the Fright Zone," Hordak sneered, "but do not think mere bravery and luck will be sufficient to defeat me!" At this he landed a blow upon He-Man's armor, the razor sharp wings of the Horde symbol slicing into the metal. His jaw dropped in a mixture of shock and fury as he beheld the damage repair itself however.

"The power of Grayskull could not be defeated by you before," He-Man grinned. "So too shall it be your undoing this day."

"Overconfident dolt!" Hordak bellowed. "You may resemble King Grayskull in appearance. You may wield his sword. His blood may flow through your veins, but it is insufficient. All of Grayskull's power could not completely destroy me and I know for a fact that you do not possess all of it."

He-man had little time to ponder the meaning of this when a loud explosion rocked the battlefield. Hordak too was caught off guard by this and both turned to see the source. The explosion was followed by a series of clattering as bits and pieces of Horde Trooper armor fell to the ground, the demon puppets utterly destroyed. As the smoke cleared an unexpected sight emerged from the carnage.

"Skeletor?" Hordak gasped.

"Yes," the overlord of evil laughed, "that was the name you gave me, and so I shall still respond to. However, though it is Skeletor you see before you, it is Keldor's mind that is in complete control." He emphasized this by lowering his hood momentarily, showing how his head was once again attached to his body by flesh.

"I don't know how you can still be alive, let alone able to stand and fight," Hordak growled, "but I have no time to deal with you right now so I shall leave you to others you have displeased."

As before Hordak's words were followed by a sneak attack from Modulock. This time however Skeletor was prepared for it and quickly intercepted the incoming assailant jabbing two glowing fingers into his chest. Instantly Modulock stopped exactly where he was. He did not collapse, he did not move at all but in fact froze in the exact place and exact position he was in when Skeletor touched him and remained motionless as a statue.

"Wh..aa. ca...ov..," Modulock garbled finding that he could not move his mouth to speak either.

Skeletor laughed, "I believe the words you are looking for would be 'I can't move'. No, indeed you cannot. That's why it's called a paralyzing touch. I'll deal with you more thoroughly later, but for right now I believe I shall reclaim my property. You did give this to me as a gift after all," he sneered taking the Cosmic Key.

Like Hordak, He-Man was surprised to see Skeletor at all, let alone in such powerful condition, yet he was quick to take advantage of it. Locking weapons with Hordak again, and thus keeping him occupied, he called out. "Skeletor, I suggest you destroy that thing quickly then help me here! We need to stop Hordak once and for all!"

"Destroy it?" Skeletor scoffed. "I think not. I'll admit I dismissed this device before, but now that I know what it can do I think it would be better put to use by ridding me of the both of you! I'll let you two battle it out in some other dimension while I take Eternia for myself!"

He-Man snarled in anger both at Skeletor's treachery and at himself for thinking he could actually trust him to help. He wondered briefly if it was because he now knew of their relation that he felt Skeletor had some good in him. Maybe he was better off not knowing. At any rate he could do nothing about it at the moment as he was tied up with Hordak.

Hordak had the same problem, unable to stop Skeletor as he was engaged with He-Man. Shadow Weaver moved to interfere but was quickly blasted back by a beam of energy. Looking around she saw Evil-Lyn come up beside Skeletor grinning maliciously.

"Now let's see," Skeletor said, seemingly ignoring everything around him, "where shall I send them? Why not let fate decide?" he cackled and began hitting buttons and switches on the key completely at random.

Ignoring the increased panicking noises coming from the still petrified Modulock, Skeletor activated the device but almost immediately realized something was wrong. The key shook and trembled finally leaping from his grasp and flipping over and over before coming to a stop and forming a small portal above it. As the portal grew larger a strong wind picked up pulling at everything around it.

Dust and rocks flew up and soon the remaining Horde Troopers too were pulled off their feet and sucked towards the vortex, unable to fight against the drawing power. The living solders and combatants who were able to resist moved away but found the struggle growing more and more difficult.

Skeletor reached out and grabbed Modulock by the throat. Instantly the paralyzing touch wore off but he now found himself in a fierce choke hold.

"What is happening?" Skeletor roared. "What did you do to that thing?"

"I did nothing!" Modulock screamed. "You caused this! It's a vacuum portal! I warned you this could happen if you didn't know how to handle the key! Unless the device is shut down the vortex will continue to grow and pull in everything around it!"

"And we can't get close to the key without being pulled into the vortex," Evil-Lyn gasped.

"You arrogant fool!" Modulock snarled. "You've killed us all!"


	12. Chapter 11

**Chapter Eleven**

Panic spread across the battlefield instantly. Combatants on both sides abandoned their fights and concentrated solely on escaping the pull of the vortex. One unfortunate soldier managed to grab hold of a firm rock formation in order to save himself, only to be violently ripped off and tossed away by Grizzlor who took his place while the helpless soldier flew screaming into the void. Memories of being pulled into Despondos plagued the Horde members minds to the point that even Hordak himself was gripped by fear.

"Close that portal!" he shouted to his mages. "Close it!"

He-Man also knew he had to find a way to seal the portal before it claimed him and his allies, but then he was suddenly struck by an inspiration. Locking weapons with Hordak again he began pushing against him with all his strength, forcing the warlord back towards the vacuum pull. Skeletor, He-Man realized, had inadvertently provided him with a way to get rid of Hordak for good, without having to actually physically kill him. Granted He-Man had no way of knowing exactly what went on within such a vortex but, given all Hordak had managed to survive, he doubted it would be enough to kill him. However, it would get rid of him, quite probably forever.

It didn't take Hordak long to realize what He-Man was doing though and he was not about to let such a thing happen. Shifting his staff as best he could while maintaining his guard against He-Man's sword, Hordak suddenly fired a blast of energy out of the end. The energy went flying up into the air and at first He-Man wondered why Hordak had wasted a shot that obviously wouldn't connect. His answer came in the form of an explosion. Glancing up He-Man saw that he had not been Hordak's intended target. The shot had instead struck the Wind Raider carrying Duncan, Teela and Glimmer knocking it from the sky and sending it on a collision course with the ground.

He-Man's eyes darted back to Hordak who was grinning in sinister pleasure. Although He-Man knew this was exactly what Hordak wanted, he had no choice. Abandoning his fight with the warlord, he rushed towards the falling vehicle and, at the last second, managed to catch it with his immense strength.

"Everyone all right?" He-Man asked setting the Wind Raider down.

"For the moment," Teela said. "But if we don't figure out how to seal that vortex all of us, Eternian and Hordesman alike, are doomed."

The Horde had realized this as well but all their efforts had thus far been in vain.

"It's no use master," Shadow Weaver said in panic. "If this had been a normal gateway it would be sealed by now, but the vacuum is absorbing all the magic we throw at it before it can have any effect."

Suddenly it was Hordak's protégé who saw the solution. "You're aiming at the wrong target!" she shouted. Before anyone could stop her she rushed forward drawing her sword then leaped towards the vortex letting the vacuum take hold and pull her towards it as though she were flying.

"No!" Hordak shouted. "What are you doing?"

The young warrior answered not with words, but by her actions. At the last possible second she flung her sword down aiming not at the vortex, but at the Cosmic Key itself. Her weapon impaled the device shattering circuits, splitting wires and destroying its inner components. With the generator disabled the portal vanished just as the girl reached the event horizon so that, instead of being pulled into nothingness, she dropped safely to the ground.

There was a moment of stunned silence before Hordak laughed in triumph. "Well done young one! Well done!"

"Indeed," Shadow Weaver agreed. Turning towards Modulock she added, "Score another point against technology. Magic is not so easily destroyed."

"I don't know," Modulock sneered. "I'm pretty sure I could stop your magic if I threw a sword through you!"

Ignoring the two's bickering the young warrior slowly stood and retrieved her weapon just as Skeletor approached her.

"That was quite a noble and impressive act you just performed," he said. "Pity you didn't have the decency to perish in the process."

"You disgusting abomination," the girl spat. "Your actions nearly destroyed everything! I shall personally see to it that you don't get another chance to cause disaster."

"Oh, I think not," Skeletor cackled. The girl barely had time to react as a wave of fire erupted from Skeletor's staff shooting towards her. She managed to avoid a direct hit by flipping into the air over Skeletor's head but still the flames caught her cloak igniting the garment and forcing her to discard it before the fire touched her body.

There was collective surprise as the warrior landed decloaked and revealed. She was a beautiful human girl somewhere in her late teens. She had bright blue eyes and blonde hair that came down just below her shoulders. Despite the look of a serious warrior on her face, and the bat emblems on her red and back outfit, she looked completely out of place among the Horde's ranks.

"That's Hordak's apprentice?" Teela stuttered. "She could pass for Adam's sister."

"Yes," Man-At-Arms whispered, seemingly more surprised than anyone. "She could..."

"I've heard you're a master swordsman," the girl said to Skeletor. "Why not face me on even terms?"

"I'm happy to oblige," Skeletor laughed changing from his staff to his sword. "But this is hardly even terms child!"

"That's an assumption Skeletor. You'll find I'm more than up to the challenge."

"If this is how you wish to die," Skeletor shrugged as he divided his weapon into twin blades.

"You're assuming again," she scoffed and launched into an attack. Skeletor was slightly surprised by her speed but managed to block the blow anyway. The girl then quickly backed off before he could counter with his other blade. From this point forward the girl fought on a more strategic level. Rather than rushing forward and being proactive, she bid her time, keeping her distance and forcing Skeletor to make the attack. Then, instead of parrying the blow, she shifted her body away from the strike. This threw Skeletor off balance, at which point she counter-attacked. Now it was Skeletor who was forced to parry the strike aimed at his back. Only the fact that he held twin blades saved him from taking the hit.

Now the two combatants stood at a distance, sizing each other up. Neither one made a move, each waiting to see what the other would do. Had Skeletor still possessed eyes however, he might have given away his true intentions. Only a slight inclination of his head hinted to the girl that he was in fact looking behind her. The realization came a moment too late though, as she was struck in the back by a blast of mystic energy from Evil-Lyn. Skeletor then attempted to skewer her while she was on the ground recovering, but she rolled out of the way at the last second, sneering at their underhanded tactic.

The Horde girl wasn't the only one disgusted by this. "I know they're all bad guys," Glimmer said, "but that was just dirty!"

"So, you're too afraid to face me on your own," the young warrior scoffed.

"A true warrior knows how to rely on allies," Skeletor laughed.

"How true," she nodded. "Weaver, make yourself useful and keep that witch off my back!"

"Mind your tone young one," Shadow Weaver growled. Nevertheless she shot out a stream of lightning but Lyn easily blocked it with a magic shield. Lyn then gestured to a large chunk of stone nearby and sent it hurtling in Shadow Weaver's direction. Weaver simply held out her hand and the rock exploded violently before reaching her.

"I see your time in the Fright Zone did nothing to change your attitude," Weaver snarled.

"No, it only made me hate you more," Lyn replied. "We have a score to settle."

"You may," the Horde witch scoffed," I consider the matter closed already. You are no match for me, as I've already proven. Your continued futile efforts are nothing but an annoyance."

Evil-Lyn answered with action instead of words, firing an intense burst of energy toward Shadow Weaver who answered with an equally powerful blast of her own. The two magic streams collided and began a power struggle, each trying to overcome the other.

With the two spell casters occupying each other, Skeletor resumed his assault on the young Horde girl. This time however he chose not to hold back or show any signs of caution. Skeletor attacked full on and wildly like a madman. He was concentrating fully on offense and made no attempt to protect his own body.

It was a bizarre turn of events that the young fighter did not fail to notice. Her mind told her it had to be a trick of some kind. Granted he had her on the defense for the moment, but it would take only one brief moment of opportunity to deliver a killing blow that he would not be able to stop. It was as though he was absolutely sure, without a single doubt, that there was no way she would be able to kill him. Overconfidence was one thing. Pure stupidity another. But this was something different.

As it was however, the fight between Evil-Lyn and Shadow Weaver came to an end first. Lyn was poring everything she had into her attack and concentrating fully upon her spell. Therefore she neither noticed, nor was able to do anything to stop when Weaver again manipulated the very shadows into reaching up and binding her opponent. Once ensnared Lyn could no longer focus her power on the beam of magic, which Weaver forced back at her, emphasized by her own magic blast. While it caused the shadows to disperse, the affect on Evil-Lyn was far worse and left her lying prone and unmoving on the ground.

"You witless miscreant," Shadow Weaver scoffed as she closed in. "When last we fought, I gave you an utter thrashing. That was mere hours ago. What could possibly make you think this time the result would be any different?"

"That would be me," Skeletor growled. Taking his attention off his fight for a moment, he threw down one of his blades and fired a pulsing beam of energy at her. Rather than slamming her with the impact however, the beam seemed to hold her in place, while at the same time clearly causing her considerable pain.

Lyn got up, retrieved her weapon, and slammed Weaver to the ground. Standing with one foot on the Horde witch's back, she pressed the orb of her staff into Weaver's head driving her face into the ground. A radiant glow from the staff prevented her from manipulating shadows and with the orb pushed firmly against her head it would be impossible to shield herself from any magic blast.

Lyn lifted her eyes to smile at Skeletor, but then her expression changed to one of surprise. Skeletor turned back just in time to see the girl fighter thrusting at him, but not fast enough to counter the attack. The teen's sword found it's mark and plunged straight into his chest, stabbing right into his heart.

For a moment everything went silent. Everyone stopped and stared in shock, unable to believe this strange young warrior had just slain the overlord of evil. However this shock was nothing compared to what happened next. Skeletor simply looked down at the sword stuck in his chest... then laughed.

Before the girl could react Skeletor struck her with a backhanded blow that knocked her over and caused her to loose her grip on her sword. Still laughing he pulled the weapon from his body and tossed it down.

"Impressive skills young one," he snickered. "But you cannot still a heart that no longer beats."

Equally shocked Man-At-Arms turned to Glimmer and Teela. "Quickly, what was that spell Lyn used on him?"

"I don't know," Teela shrugged. "She wouldn't tell us and I've never heard those words before."

"What words?" Sorceress asked joining them.

"I'm not sure. Something like, 'Fa Lack Tor Ree...'"

"You mean phylactery?!" Sorceress' face turned white as a sheet as she looked back towards Skeletor. "By the Elders," she gasped. "He's become a lich!"

He-Man was going to ask exactly what a lich was, but found his attention totally focused on Skeletor. The evil overlord was closing in on the young fighter, chuckling with sinister intent. Shocked and confused the girl nevertheless made a dive for her sword. She wasn't sure exactly what to do now. If impaling Skeletor's heart didn't stop him she had no idea what would. What she did know was she was going to need a weapon to defend herself from a similar fate.

In the end however she never made it. Skeletor lashed forward just as quickly and thrust into her chest not with his sword, but with his empty hand, invoking his paralyzing touch on her. The girl froze instantly, locked in an awkward position. Skeletor then held out his hand and magically called his dropped sword into his grip. Crossing the blades he placed them on her shoulders, ready to scissor her head clean off.

"Young fool," Skeletor laughed, "I told you this was no even match. Now you pay for your arrogance with your life."

"Shall we do it together?" Evil-Lyn asked, charging her staff to delver a blast that would burst Shadow Weaver's skull.

"A double beheading then," Skeletor nodded. As he prepared to decapitate the young fighter however he paused and looked deep into her eyes. "It's strange," he said. "I don't believe I've ever seen your face before, and yet there's something oddly familiar about you." He sent a shock of magic down the sword into her body. Instantly the paralyzing touch was removed, however it did the girl little good as she was still unable to move without loosing her head.

"Might I have the pleasure of your name before you die?" Skeletor grinned.

The girl sneered at the lich but answered. "I'll grant you that pleasure for it will be your last. Know that I am Adora. Force Captain of the Horde army, personal heir and apprentice to Hordak himself. And my master will avenge me, assuming I do not escape this and kill you myself."

Skeletor threw his head back and cackled maniacally. He-Man used this moment to draw his sword and began rushing forward to stop him. Even though the girl was Hordak's own disciple, He-Man couldn't let Skeletor kill her. It wasn't just his desire to preserve all life. He knew there was no way he would be able to save both Adora and Shadow Weaver- he'd be lucky if he had time to save one of them- and he had chosen the young girl without hesitation. He couldn't explain it, in fact he didn't even take the time to think about it, but something deep in his heart told him he absolutely had to save that girl.

In the end however it was Hordak who resolved the situation by simultaneously firing blasts of dark energy at Skeletor, Evil-Lyn and, apparently for good measure, He-Man as well. Lyn came off the worst for it as she flew several feet, landed battered and bruised, and writhed in agony as the energy flowed over her body. He-Man was also sent flying back, but his armor took most of the blow protecting him from serious harm. Nevertheless he winced slightly as he tried to get back up.

It had been a harming spell, the exact opposite of healing magic. An evil mysticism that existed for the sole purpose of inflicting harm. Strangely though Skeletor was only pushed back a small bit by the impact, enough that Adora was clear from him and able to scramble away, but otherwise he seemed unaffected by the blast. It actually seemed as though his body absorbed the energy.

"Enough of this!" Hordak bellowed. "It is high time this was finished once and for all!"

"You're right Hordak," He-Man said. "I was hoping it wouldn't have to come to this, but you've left me with no other alternative." With that he raised his sword and prepared to move in to finish the warlord.

"You're really planning on killing him aren't you He-Man?" Skeletor laughed. "I'd be tempted to let you go through with this if I thought you had a chance of succeeding. But, like both of you, I feel this pointless charade has gone on long enough."

"Since we're in agreement," Hordak sneered, "then DIE!" Again he sent out the dark energy but, this time bracing himself for the impact, Skeletor simply let the spell hit him. Not only did the spell not harm him, but as He-Man and Hordak watched in shock several of the cuts and scratches on his chest actually healed themselves!

"Haven't you the slightest idea what it is you now face?" Skeletor cackled. "You're dark energy cannot harm me. I find it's evil aura as refreshing as warm bath!" As if to drive his point home, Skeletor pointed his hand towards Evil-Lyn and drew the energy off of her and into him. Free from the torment Lyn went limp, her only movement being the rapid rising and falling of her chest as she tried to catch her breath.

Hordak was noticeably confused, for indeed he did not understand what Skeletor had become. Seething through his teeth he growled, "Very well then. If evilly enhanced magic will not suffice, then take it raw!"

Raising his arms up Hordak created a dome of magical energy around him, which then rapidly increased in size spreading his power out with increasing force. The speed and strength involved was too great and both Skeletor and He-Man were thrown back yet again by the blow. Struggling to his feet He-Man noticed several of his allies moving in to help him.

"Stay back everyone," He-Man said. "He's too much for you."

"You'll find I am too much for you as well," Hordak grinned and fired focused beams of energy down upon the mighty warrior. He-Man was in incredible pain, he was tired and nearly out of breath but he forced himself to push it all aside. Gathering all his strength and willpower he raised the Power Sword above his head and focused solely on the task of defeating Hordak. Then suddenly, as it had during the battle with Serpos, the blade of the sword split down the middle and opened, revealing a core of raw glowing energy.

"What's this?!?" Hordak gasped in surprise and alarm.

He-Man's eyes narrowed and shouted slowly and fiercely, "I. Have. The. POWER!!!" Bringing his sword crashing down He-Man sent a wave of power flowing out of the blade's core. The power combined with the energy Hordak was firing out and all of it rushed back towards his body at once. Hordak tried to push it away but the more power he put into his force the more there was coming back at him. Finally Hordak gave up trying to force away the power and rose into the air attempting to avoid being struck by the massive flow, but to no avail.

Hordak roared with pain as the raw power ravaged his body, tearing into his very being and ripping him apart. It was a horrific scene but no one was able to look away until the light of the power burst in a massive energy explosion. Then they were forced to look away in order to shield their eyes. The light soon dissipated leaving a cloud of smoke and dust.

He-Man collapsed to his knees exhausted in both body and mind. His strength was spent and emotionally he was torn, feeling both remorse and sorrow for what he had been forced to do, and relief that it was over and all were finally safe. However, this lasted only until he heard Teela shout out, "No!" Looking up his jaw dropped as the smoke and dust cleared revealing an unbelievable sight.

There Hordak remained, or what was left of him at any rate. Both his arms, half his torso and everything from the waist down was gone but his head and upper chest still floated in the air like a levitating statue bust. The warlord let out a grunt and groan letting everyone know he was in pain, but very much alive!

"Don't villains ever die around here?!" Glimmer shouted.

He-Man was aghast and didn't know what to do. Fortunately, Hordak did not press his attack but instead floated back away from the heroes and towards the gathered group of his top warriors. As he moved a ghostly image of his missing body parts flowed out and took shape so that he now appeared to be half living, half specter. Adora slowly started to reach towards him but then stopped as though unsure if she should touch him or not.

"Master... are you...?"

"It would seem I was mistaken, Adora," Hordak said slowly, struggling to find his voice. "Grayskull will not fall to us this day."

Without hesitation Adora turned and called out to all the Hordesmen, "Evac now!" Instantly the Horde mages flew out each finding a group of the remaining Horde troopers and with a flash of light both magician and soldiers vanished. Each mage took only what soldiers they could and only those that were gathered together. Any trooper standing on its own was left behind and collapsed in a heap.

Finally Shadow Weaver raised her arms and all the Horde warriors disappeared as well. Right before she vanished however Adora turned to He-Man and snarled firmly, "This is not over!"


	13. Epilogue

**Epilogue**

There was a moment of awkward silence before it set in that the Horde was gone then a rousing cheer erupted. He-Man breathed a sigh of relief as his friends rushed over to his side and helped him to his feet.

"Well done He-Man," Man-At-Arms grinned.

"You sure showed him a thing or two," Glimmer agreed.

"I'm just glad it's over," He-Man said. "I don't think I could hold out any longer."

"Go ahead and rest," Teela smiled. "You've earned it. Eternia is safe."

"I wouldn't be so sure of that my dear," came a cackling laugh. Everyone's happiness fell instantly as Skeletor approached. In contrast to He-Man's weary and ragged appearance, he looked fit and ready to fight.

"Don't be foolish Skeletor," Man-At-Arms sneered. "You're hopelessly outnumbered and outmatched. You stand no chance of succeeding."

"That may have been true before Duncan," Skeletor said, "but as you may have noticed, I've gone through a few changes today. You saw for yourself that I took a sword to the heart and am no worse for the wear. It's not a difficult concept really. I am a lich. I cannot be killed!"

"Perhaps not," Sorceress said swooping down before him, "but while you may be immortal you are not invincible!" With that she fired a white magical energy at Skeletor. As before he simply stood and took it, but, much to his surprise, this time his body did not absorb it and he cringed over in pain.

"You see now why most would choose death over what you have done," Sorceress said. "What you thought was an escape from death is in truth a living damnation!"

"You think this will stop me?" Skeletor growled. "So I am not invulnerable. I still cannot die and once I have the powers of the Elders, I can change myself back and achieve true immortality."

"That won't be happening today," He-Man said firmly shifting his sword into battle position. Skeletor started to prepare to fight as well but then paused when he heard Evil-Lyn call out to him.

"Skeletor... he's right."

Skeletor looked around carefully and now took notice that everyone's attention was focused on him. All the present Masters, all the Royal Guard, all the Royal Infantry, every last one of them were turned in his direction, all of them with their weapons at the ready. The only one present who was not poised to counter him was Evil-Lyn, and upon a more thorough observation he could see she was badly injured and in no condition to fight.

"Another day then," Skeletor said finally. Quickly he pointed his staff towards Evil-Lyn and she vanished in plume of smoke. "After all," he added as he began to fade away himself, "I now have all the time in the world."

"I've never been so glad to see Skeletor retreat," Teela said once he was gone. "What's become of him? How did he do all that?"

"It is as he said," Sorceress sighed. "Skeletor has become a lich."

"Which is what exactly?" He-Man asked finally.

"A horrible creature neither living, nor dead," Sorceress explained. "Through the use of dark forbidden necromancy the soul is removed from the body and stored in a mystical item known as a phylactery while the lich's mind and intellect remained bound to its animated corpse. Since the soul is bound to this world outside the body, the lich can never truly die."

"So then wasn't Skeletor already a lich?" He-Man asked.

Sorceress shook her head. "Not exactly. A demilich at best. Before Skeletor's soul was still bound to his body,thus he was still mortal. Normally it is our bodies that anchor our soul to this realm. Once the body is destroyed the soul in no longer bound and passes to the afterlife. But a lich's soul remains anchored by the phylactery. If Skeletor's body were to be destroyed, his soul would remain and the phylactery would spawn a new body for him."

"So the only way to kill him for good is to destroy the phylactery?" Teela asked.

"Yes, but that is no doubt easier said than done," Man-At-Arms sighed. "I'd wager that after Skeletor left the palace he hid it in some secure location to prevent just such an occurrence. That's probably why he didn't show up here right away."

"Why is it he was able to absorb Hordak's spell but your spell seemed to harm him" He-Man asked Sorceress.

"Mine was positively charged while Hordak's was negatively," Sorceress said simply. When He-Man's face betrayed his confusion she went on to explain, "Magic in its natural state is neutral. No more good or evil than air or water. It can be charged with energy to make it light or dark magic. A lich by its very creation is filled with dark magic and thus negatively charged spells will give it strength, just as a healing spell would. The spell I used on Skeletor was one designed to expel dark energy from the body and therefore caused him harm."

"Well wait a minute," He-Man said. "If good magic harms Skeletor than surely he can never take the powers of Grayskull. His body wouldn't be able to use the magic right?"

"I wish that were so He-Man," Sorceress sighed. "Alas, although the powers of Grayskull and the Elders can be used against Skeletor, his condition does not prevent him from being able to use them himself. For most the price paid to become a lich is far too high, but for one as evil minded as Skeletor, he has actually come out ahead for his ordeal."

"I don't understand."

"Unlike most other forms of undead creatures, the lich retains all of the memories, personality, and abilities that it possessed in life — but it has a virtual eternity to hone its skills and inevitably becomes more powerful. Already Skeletor has gained new abilities such as that paralyzing touch. More importantly a lich no longer needs to eat or sleep, is immune to poison, disease, fatigue and anything else that affects only the living. I'm afraid Eternia is in more danger from Skeletor than ever before."

___________________________________________

"He-Man was lucky today," Skeletor mused as he entered his throne room. "But he won't always have an entire army to protect him. Grayskull will be mine soon enough."

"At least we had the pleasure of seeing Hordak thrashed," Evil-Lyn offered.

Skeletor laughed with delight, "Yes, and I am now free from his bonds. So the day was not a total loss."

"Skeletor, is that you?"

Skeletor and Evil-Lyn turned as the rest of his henchmen slowly wandered into the room. The dark lord's pleasure fell and he glared at them in anger. "Just where have all of you been all this time?" he growled.

"We... we weren't sure what to do without your orders," Trap Jaw stuttered. "We started to fortify Snake Mountain, but the Horde suddenly showed up out of nowhere."

"It was that key thing Nycroft had," Beast Man said picking up the story. "They took us by surprise. We tired fighting them of but they had us outnumbered!"

"Outclassed is more like it," Evil-Lyn muttered.

"We retreated in order to regroup and come up with a strategy," Clawful said.

"You trying to devise a strategy certainly explains a lack of action," Skeletor scoffed. Everyone braced themselves for the inevitable havoc staff blast, but Skeletor simply looked them over observing their injuries and decided they actually had put up a fight. "At least you were making some form of effort. No matter now. Thanks to He-Man we shouldn't have to worry about Hordak for some time. Tri-Klops, have one of your Doomseekers..." Here Skeletor paused noticing Tri-Klops was not present. "Where is Tri-Klops?"

"The uhh.. The Horde took him captive," Trap Jaw admitted.

This time Skeletor did not hold back and gave each of them a blast from his staff.

____________________________________________

Hordak slowly sank what remained of his body down onto a low chair. Instead of his main throne room he had retired to this private chamber of his sanctuary. Only Shadow Weaver, Modulock and Adora accompanied him. The others he had ordered out of his sight and were not to enter his presence until summoned. He let them believe this was due to his anger at their failure to capture Eternia, but in truth he simply did not like his subordinates to see him in such a weakened state.

"Master, will you be all right?" Adora asked in concern.

"My wounds are severe young one," Hordak admitted. "It will take some time for me to regenerate, but I will recover. In the mean time we will have to do something about replenishing our depleted forces. We lost far too many troopers in battle. I will need more -better, stronger ones- if I am to overcome this wretched planet."

"I will consult my spell texts for a solution," Shadow Weaver said at once.

"No Weaver," Hordak snarled. "I have tried using magic to gain armies to take Eternia before and each time the results were displeasing. The Spell Of Separation nearly destroyed everything, and the demonic puppets you persuaded me to use have proven themselves to be inefficient. I've decided to take a new, different approach."

Hordak turned his attention to Modulock. "This shall be your assignment Modulock. You pledged your superior intellect to my service, and I am calling upon it now. Use that brain of yours to provide me with a new army of troopers. They must be powerful yet expendable, able to act independently but completely loyal, and I will need them in immense numbers."

"An idea is already forming itself master," Modulock grinned. "By your leave I shall get started right now."

"Go," Hordak nodded. "Succeed and you shall be rewarded. Fail and you will wish I had left you to the plague!"

Modulock bowed nervously and quickly exited the chamber. After a moment Adora dropped to her knees before Hordak and bowed her head.

"I am sorry master. Today I failed you."

"No Adora," Hordak said calmly, "You do not need to apologize. Our failure today was not your fault. You had no way of knowing your blade would not affect Skeletor. You fought splendidly today and I am proud of your performance."

"You are too kind to me Lord Hordak," Adora said, still looking down.

"Go now and rest my child," Hordak said. "You will have another opportunity to vanquish the Eternians soon enough."

Adora slowly rose, bowed in respect again, and walked out. Shadow Weaver watched her leave in silence then turned to Hordak.

"She's right you know," the robed magician snarled. "You are too kind to her."

Hordak's eyes narrowed in anger and suddenly his body shot out black oozing tendrils from his severed limbs wrapping around her neck and waist.

"I have been unduly kind to _you_ thus far Weaver," he snarled. "So unless you'd like to contribute your flesh to my new body, you will learn your place and not be so bold with your tone!"

"Yes master," Shadow Weaver gasped in fear.

"Bring me a prisoner," Hordak said, slowly releasing her. Shadow Weaver chanted a summoning charm and instantly a young peasant appeared before them. He was one of a handful of captives taken during the siege of Nordling for just such an occasion. Before he could take in his surroundings Hordak's tendrils lashed out and stabbed into him. With a sickening sound the peasant's body withered and caved in upon itself as his flesh and blood flowed out of him, through the tendrils and into Hordak's body. Within seconds Hordak had regained his right arm and tossed away the dried husk that remained of the man.

"How loyal do you think Adora would stay if she saw you doing that?" Shadow Weaver muttered. Aloud she said, "Regardless of her loyalty, I suggest caution in sending Adora against the Eternians. They've seen her face and heard her name. It won't take them long to put the pieces together. I still don't understand why you didn't change her name after taking her in."

"Because I want them to know it's her," Hordak laughed. "The pain and suffering she causes Eternia will be all the greater with them knowing who she really is."

_Just don't you forget who she really is, _Shadow Weaver thought.

_______________________________________________

"Do you think it's possible?" Duncan asked.

"She is the right age," Sorceress said slowly, "and her appearance fits, however I cannot be entirely certain just yet. I do not believe it would be wise to raise hopes until more information can be gathered."

"But if that really is Adora..." Duncan began.

Sorceress nodded, "Yes I know. We must pursue this, but with caution."

"Pursue what?" Teela asked as she and a group of several other Masters approached.

"Nothing, I'll handle it myself," Man-At-Arms said then quickly changed the topic. "Have you completed the casualty report."

"Yes, it's pretty bad," Teela sighed, handing him the report. "The Royal Guard was hit the hardest. Surprisingly, the Royal Infantry only lost five of their men."

"Good soldiers every one of them," RIO Speed snarled. "I won't forget this!"

"There wasn't anything you could have done for them kid," RIO Blast said. "Just remember their actions, and yours, probably saved far more lives today."

"He's right," Sweet Bee nodded. "After all, you saved me. Thanks Speedy." With a grin she kissed him on the cheek.

"Only my sister calls me Speedy," RIO Speed laughed. "My real name's Theydon."

Sweet Bee smiled then turned back to Teela, "How's Lord Buzz-Off?"

Teela shrugged. "We're having him checked for a concussion, but I think he'll be fine. I'd say his pride is what was really wounded. He keeps ranting about getting back at that girl. Roboto's damage is extensive but repairable. He should be fixed and back to duty in about a week."

"Our losses are a tragedy," Sorceress said. "But we must remember they could have been far, far worse."

"She's right," Glimmer said. "Take it from one who knows."

"Indeed," Sorceress nodded. "I would like to personally thank you for all your help young Glimmer. Eternia owes a great deal of gratitude, and I owe you my life. I will endeavor to help you get back to your home, though I fear it may take some time until I am able to create a gateway between our two worlds."

"I understand," Glimmer sighed then turned to the others. "Well, it looks like you're stuck with me for a while. Hope you don't mind."

"Of course not," He-Man laughed. "Sorceress is right, we owe you a great debt of gratitude. If it wasn't for your help we might not have achieved victory."

"Victory?" Sorceress asked with a look of disbelief. "No my friends this was hardly a victory. The day may be ours, but in the end it is only a short reprieve. Hordak was wounded and driven back, but he lives on and is free in Eternia. It will not be long before he strikes again. Eternia's darkest hour is upon us. We may have won the battle, but the war has just begun."

_Here ends "Wrath of the Horde", but as Sorceress said the war has just begun. The saga continues in "Shadows and Secrets"_

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**Author's Note: **Whew! Finally finished. This story took WAAAAAAAY longer than I intended to get through, especially since I have several more followup stories to come. Sometimes it was writer's block, other times real life got in the way. "Shadows and Secrets" should have it's first installment up in the next week or so. Hopefully I can make updates on a more regular basis in the future.

I'd appreciate feedback on the directions I'm taking with my storyline. I was very hesitant to turn Skeletor into a lich but in the end I decided I wasn't really changing him that much. In fact I simply made him more dangerous and powerful. Still if it gets too much negative reviews I may find a way to undo it. The real motivation was to keep him as the skull headed villain while severing his link to Hordak. (I had to make it so Hordak couldn't just off him at any time like he did Callix) Just please don't come at me saying, "that's not how a lich works." There are different rules depending on the source so since none exist for MOTU I did it my way.

As for Hordak, let's just say I've been watching a lot of anime involving demons. Don't expect Filmation Hordak in these stories. I love the classic series and stick to it in my classic continuity tales, but this is 200X continuity. In the DVD commentary they describe Hordak as being like the devil and that's where I'm going. He is evil incarnate.


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